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Team · 3 min read
Do You Need a Lawyer AND an M&A Advisor?
Why M&A transactions require both an advisor and an attorney — the different roles they play, and why one can't replace the other.
By John Norton · May 27, 2026
Yes. They do different things. Here's how the roles split.
What the M&A advisor does
- Valuation and financial positioning
- Buyer identification and outreach
- CIM and marketing materials
- Managing the process to create competitive tension
- Negotiating economic terms
- Diligence quarterback
What the attorney does
- Purchase agreement and legal documentation
- Disclosure schedules
- Legal due diligence review
- Structuring for legal and tax purposes
- Regulatory and licensing matters
- Closing mechanics
Where they overlap
LOI negotiation, purchase agreement business terms, and general strategy. Good advisors and good attorneys collaborate seamlessly; they've often worked together on prior deals.
Can one replace the other?
No. An attorney without an advisor won't run a competitive process or manage buyer psychology. An advisor without an attorney can't paper the deal or navigate legal risk. The combined cost is real but the combined value is much larger.
Choosing your attorney
Use a transactional M&A attorney, not your general business counsel. This is specialized work. Ask your advisor for recommendations — they know who's fast, commercial, and good under pressure.
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