What a Corporate M&A Lawyer Does for Florida Business Owners

A corporate M&A lawyer handles the legal side of buying, selling, or merging a business. M&A stands for mergers and acquisitions. The lawyer reviews the deal, drafts and negotiates the documents, and makes sure ownership changes hands the way the parties agreed. This guide explains the role in plain terms, so you know what to expect before a deal is on the table.

What a corporate M&A lawyer does, in short

A corporate M&A lawyer advises on the legal side of a business transaction, from the first conversation through closing. The work covers three things: the deal documents, the legal risk review, and the steps needed to transfer ownership. The lawyer focuses on business transactions, not on individual injury or family matters.

That focus matters because a sale touches many parts of a business at once. Contracts, leases, employees, tax obligations, and ownership records all change hands. Someone has to track each piece and explain how it affects the price and the risk.

Most people come to this work in one of three situations. An owner is ready to sell. A buyer has made an offer quickly. Or a partner wants to leave and needs a fair exit. In each case, the client sets the price and the business goals. The lawyer shapes how those terms are written and what they protect against.

Where M&A work fits within corporate law

Corporate law is the body of law that governs how businesses are formed, owned, managed, and transferred between owners. M&A work is one part of it. Other parts include governance, ownership disputes, contracts, and employment matters.

Ownership rules often decide how a sale can happen. Florida law lets corporate owners place transfer restrictions in their agreements. A restriction binds a later holder when it is authorized and its existence is noted conspicuously on the share certificate or in the required information statement, as Fla. Stat. § 607.0627 explains; without such notice, the restriction is not enforceable against a person without knowledge of it.

LLCs follow different rules. Under Fla. Stat. § 605.0502, a transfer of an LLC transferable interest, in whole or in part, is permissible, subject to s. 605.0503. The transferee does not, by that transfer alone, gain the right to take part in management.

A corporate lawyer can also act as outside general counsel. In that role, the lawyer is an ongoing legal resource for a business, handling contracts and everyday decisions. When a sale or purchase comes up, the lawyer already knows the company’s records and agreements. That head start can make the deal review more efficient.

The core tasks in a business sale or acquisition

Every deal follows a similar path, even though each one differs in detail. The main tasks are choosing the deal structure, reviewing the business, drafting the agreements, and coordinating the closing.

Deal structure. In an asset sale, the buyer usually chooses which assets and obligations to take. In an equity sale, the buyer acquires the ownership interests, so the business’s history comes along with it. Each structure changes liability and tax results, so confirm tax effects with a tax professional.

Due diligence. Due diligence means reviewing the business before anyone signs. The lawyer checks financial records, contracts, leases, licenses, employment agreements, litigation history, and ownership records. The goal is to find problems while there is still time to fix them. Some deals also need federal review. Under 15 U.S.C. § 18a, premerger notification and a waiting period can apply when the statute’s conditions are met. A foreign buyer that could gain control of a U.S. business may also fall under review under 50 U.S.C. § 4565.

Drafting and negotiation. The letter of intent sets out the main terms, and its wording matters. The purchase agreement then covers price mechanics, representations and warranties (the seller’s promises about the business), indemnification (who pays certain losses later), and conditions to closing.

Closing. At closing, the lawyer confirms consents from landlords and vendors and prepares the transfer documents. The lawyer also makes sure payment and the transfer of ownership happen in the agreed order.

Buyer-side and seller-side work

A buyer’s lawyer focuses on what the buyer is getting and what it might inherit. A seller’s lawyer focuses on what must be disclosed and what exposure the seller keeps after closing. The same deal can carry very different priorities depending on which side the client is on.

For buyers, unpaid taxes are a key concern. Under Fla. Stat. § 213.758, a business is considered transferred when more than 50 percent of it changes hands. A buyer of more than 50 percent can be liable for unpaid tax the seller owed from running the business. Fla. Stat. § 213.758 reads: “A transferee, or a group of transferees acting in concert, of more than 50 percent of a business, assets of a business, or stock of goods of a business is liable for any unpaid tax owed by the transferor arising from the operation of that business unless:” Exceptions apply when the transferor provides a receipt or certificate of compliance from the department and the statute’s other conditions are met, or when the department finds after an audit that the transferor is not liable for taxes, interest, or penalties. Buyer and seller are jointly liable for that tax, up to the buyer’s maximum liability.

For sellers, the key tool is the non-compete. Under Fla. Stat. § 542.335, a court will not enforce a restrictive covenant unless it is in a writing signed by the person against whom enforcement is sought. The party seeking enforcement must prove a legitimate business interest, such as customer goodwill. The statute also sets its own presumptions for covenants signed by a seller of a business. Sellers should know exactly which promises they are making before they sign.

The lawyer represents the client, not both sides. Each party usually has its own counsel.

How the deal connects to contracts, leases, employees, and succession

A sale reaches every agreement the business has. Vendor and customer contracts often include anti-assignment or change-of-control clauses. These can require consent before a sale or let the other party end the contract. A lawyer reads each clause early to see what consent is needed.

Commercial leases matter for the same reason. Many leases require the landlord’s consent before the tenant assigns the lease to a buyer. The owner’s personal liability on the lease may also continue after a sale unless the landlord releases it. The buyer needs to know the remaining lease term and who is still responsible.

Employees raise their own questions. Handbooks often contain policy statements. Whether an employee handbook creates enforceable contract rights depends on its wording and the circumstances in which it is used, so the specific document should be reviewed. Restrictive covenants in employee agreements still need review, and employee transfers at closing need a plan.

Succession and partnership questions are part of many sales. When a partner leaves without dissolving the partnership, Fla. Stat. § 620.8701 says the partnership must buy that partner’s interest for a buyout price. A partner who wrongfully leaves before a definite term or particular undertaking ends is generally not entitled to payment until that term or undertaking is complete. A partner who wrongfully leaves before a definite term or particular undertaking ends is generally not entitled to payment until that term or undertaking is complete. The deal documents need to match these governing agreements.

Working with a corporate lawyer: what the arrangement looks like

A corporate lawyer can work on one deal or on an ongoing basis. A single sale or acquisition is a deal-specific engagement. Outside general counsel is an ongoing relationship for a business that handles many contracts, leases, and staffing decisions. You can read more on the business acquisition and sale attorney page.

The lawyer usually needs financial statements, existing contracts, lease documents, and corporate records such as operating and shareholder agreements. A clear summary of your goals and deadlines helps too. The more complete the documents, the more focused the first review.

Timing matters. Bring counsel in before a letter of intent is signed. Once key terms are set, changing them can be harder. A lawyer who sees the structure early can flag consent requirements or lease issues before the price and timeline are locked in.

Questions to bring to a first conversation

Good answers start with good facts. Be ready to say whether the deal is an asset sale, an equity sale, a merger, or a partial ownership transfer. Name the other parties and note whether anything is already in writing.

Also list which contracts, leases, licenses, or employees may be affected. Note whether anyone has already said consent is required. Share the timeline, any signed or unsigned letter of intent, and any problems found during talks.

If the business holds an alcoholic beverage license, bring that up early. Under Fla. Stat. § 561.32, a licensee after a bona fide sale can transfer the license to the purchaser, but only after the state division approves the purchaser’s application. Fla. Stat. § 561.32 reads: “Licenses issued under the provisions of the Beverage Law shall not be transferable except as follows: (a) When a licensee has made a bona fide sale of the business which he or she is so licensed to conduct, he or she may obtain a transfer of such license to the purchaser of the business, provided the application of the purchaser is approved by the division in accordance with the same procedure provided for in ss. 561.17, 561.18, 561.19, and 561.65.” However, a license issued under s. 561.20(1) cannot be transferred in any manner, including by a change in ownership of the entity holding it, for 3 years from its original issuance, except by probate or guardianship proceedings, or upon payment to the division of a transfer fee equal to 15 times the annual license fee.

If a matter may be referred to another lawyer or firm, we will say so at the first conversation.

Frequently asked questions

Talk with the Coral Gables team about your business transaction

If you’re weighing a sale, a purchase, or a partner’s exit, you don’t have to sort out the legal questions alone. Many owners reach this point without having planned for it, and early answers help. Kristina E. Wilson is the responsible lawyer for this page. KEW Legal’s offices are in Coral Gables and Sunny Isles Beach.

Your first consultation is free, confidential, and carries no obligation to continue. To talk through your situation, call 305-990-2300 or send a message through the contact page.