New York Mergers & Acquisitions Lawyers
Buying or selling a business is a major financial decision, and you want to ensure you’re legally protected. The legal terms in a purchase agreement determine how exposed to risk you are. A mergers and acquisitions lawyer structures, negotiates, and closes the deal on your behalf, helping to avoid potentially costly mistakes.
M&A Counsel for Buyers and Sellers Across New York
Kaufman McGowan represents both buyers and sellers—including public and private companies, as well as not-for-profit organizations—across mergers, stock and asset acquisitions, exchanges, joint ventures, and other strategic transactions.
Our New York-based mergers and acquisitions attorneys work with business owners, executives, and investors throughout Manhattan, Brooklyn, Queens, Long Island, Westchester, and the Hudson Valley, guiding every stage of the transaction from initial structuring through due diligence, negotiation, and closing.
Sell-Side Representation
Selling a business requires more than just agreeing on a price. Our M&A lawyers can help prepare your company for the market, structure the transaction to protect what you’ve built, and negotiate favorable terms that reflect the hard work you’ve put into the organization.
We work closely with you on deal structure, tax treatment, earn-outs, and post-closing obligations, while also managing buyer due diligence requests so that confidential information, employees, and customer relationships are protected throughout the process. Our goal is to help you exit on your terms.
Buy-Side Representation
Acquiring a business carries risk if the target company isn’t fully vetted before the deal closes. Our M&A attorneys conduct thorough due diligence into a potential acquisition’s contracts, liabilities, employees, and financial condition. We then use those findings to structure and negotiate a transaction that reflects what you’re actually buying.
We advise on financing, deal structure, and risk allocation, while also working to secure the necessary protections. Measures like representations, warranties, and indemnification bring peace of mind and help safeguard your investment after the deal.
Deal Structures We Handle
The type of deal structure can affect everything from taxes to liability exposure. Choosing the appropriate one for your needs is one of the most important decisions you can make, and it needs to be made early in the process. Our M&A lawyers in New York can advise accordingly.
Asset Purchases
In an asset purchase, the buyer acquires specific assets and liabilities of a business instead of the company itself. These assets could include anything from contracts and customer lists to intellectual property. This structure is common when a buyer wants to avoid inheriting unknown liabilities or when only part of a business is being sold. It requires careful attention to which contracts and licenses can be transferred, as some may require third-party consent.
Stock Purchases
In a stock purchase, the buyer acquires ownership of the company by purchasing its shares and takes on ownership of the company, including its assets, contracts, and liabilities, as a whole. This structure may be used when a clean transfer of ownership is preferable, for example, if contracts or licenses are difficult to reassign. Because a stock purchase transfers liabilities as well as assets, thorough due diligence is needed to understand what risk the buyer is taking on.
Mergers & Reverse Mergers
In a merger, two companies combine into a single entity, a transaction that usually requires shareholder approval from both sides. A reverse merger allows a private company to become publicly traded by merging into an existing public shell company, creating a faster pathway to public markets than a traditional initial public offering (IPO). Both structures involve complex negotiations around governance, valuation, and shareholder rights.
Our Deal Process: From Letter of Intent to Closing
Every transaction moves through the same core stages, though speed and complexity depend on deal size and structure. Our M&A attorneys guide you through each step, anticipating potential issues before they threaten to derail the deal.
The process typically begins with a letter of intent (LOI), which sets out the preliminary terms of the transaction. While often nonbinding, the LOI carries significant weight once signed, so we review it carefully before you commit to anything.
After that, due diligence can commence. This involves examining contracts, financial statements, employment matters, and potential liabilities on both sides of the deal. Findings from this stage often shape the final terms.
Next comes negotiation and drafting of the definitive purchase agreement, along with related documents covering representations, warranties, and post-closing obligations. Finally, at closing, we finalize signatures, coordinate the transfer of funds and ownership, and confirm that every condition to closing has been satisfied.
Industries We Serve & Representative Transactions
Kaufman McGowan represents entrepreneurs, business owners, and investors across emerging, middle-market, and consolidating industries throughout New York and beyond.
Our M&A experience spans everything from cannabis law to technology and internet-based businesses.
Through our relationship with a major nationwide AmLaw 100 law firm, we’re also able to bring in specialized expertise for clients with cross-industry or multi-jurisdictional needs.
- Securities counsel to Sunniva Inc. in its $10 million acquisition of CP Logistics, LLC (November 2016)
- Securities counsel to Sunniva Inc. in its $5 million acquisition of Full Scale Distributors, LLC (February 2017)
- Counsel to Gourmet Boutique, LLC in its acquisition of the Gourmet Boutique business (September 2017)
- Counsel to The Pencil Grip, Inc. in its acquisition of assets of Writing C.L.A.W. of Virginia, LLC (February 2018)
- Securities counsel to Connected International Inc. in its acquisition of AlienLabs (August 2019)
- Counsel to Overnight Labels, Inc. in its sale of business to Dunes Point Capital, L.P. (March 2021)
- Counsel to The Pencil Grip, Inc. in its acquisition of Magnet Men assets (May 2021)
- Counsel to GenRx Pharmacy Group LLC in its more than $1.1 million acquisition of CityLine Pharmacy Corp. (May 2021)
- Securities counsel to The Harvest Company, Inc. in its sale of substantially all assets to GrowGeneration (Nasdaq: GRWG) (May 2021)
Why Kaufman McGowan
When choosing an M&A law firm, you want attorneys who understand the legal complexities of a transaction and the business realities behind it. Our team of New York M&A attorneys brings decades of combined corporate and securities law experience to every deal, with a track record spanning everything from consumer products to cannabis.
Neil M. Kaufman, managing partner, has decades of experience advising clients on mergers and acquisitions, public offerings, private placements, and SEC regulation, and is an approved Vistage speaker on mergers and acquisitions. Sean J. McGowan, partner, represents emerging growth, middle-market, and public companies in their corporate, securities, and M&A matters, and is known for building strong, lasting client relationships. Nicholas M. Lo Verde and John M. Pullman, associates, support clients across corporate, securities, financing, and merger and acquisition transactions.
Contact us to learn more about how we can help you.
Frequently Asked Questions
What does a mergers and acquisitions lawyer do?
A mergers & acquisitions lawyer structures, negotiates, and closes business purchase and sale transactions. This includes reviewing the letter of intent, conducting or managing due diligence, drafting and negotiating the purchase agreement, and addressing issues such as liability allocation, taxes, and financing. The attorney’s job is to help ensure the deal closes favorably.
When should I hire an M&A attorney—before or after signing a letter of intent?
It’s best to hire an M&A attorney before signing a letter of intent. While the LOI is often nonbinding, it sets the framework for the entire deal and can be difficult to renegotiate once signed. A lawyer can review the terms beforehand, flag issues, and help you avoid agreeing to provisions that limit your options later.
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets and liabilities, often to avoid inheriting unknown risks. In a stock purchase, the buyer acquires the company itself—including all its assets, contracts, and liabilities—through its shares. The appropriate structure depends on tax treatment, liability exposure, and how easily contracts can be transferred.
What is due diligence in mergers and acquisitions?
Due diligence is the investigation a buyer conducts into a target company before closing, including reviewing contracts, financial statements, liabilities, employment matters, and other records. The findings help confirm the deal terms are accurate, uncover risks, and shape final negotiations. Thorough due diligence with the help of an experienced M&A lawyer protects both parties and reduces the chance of costly surprises after closing.
How long does it take to buy or sell a business?
Timelines vary widely and depend on factors like deal size, structure, and complexity. Many transactions take three to six months from letter of intent to closing. Deals requiring regulatory approvals, involving public companies, or requiring extensive due diligence may need longer. An M&A counsel can help keep the process on track.
How much does an M&A lawyer cost?
Costs depend on deal size, complexity, and the attorney’s fee structure, which could be hourly, a flat fee, or a hybrid model depending on the transaction. Rather than offering a one-size-fits-all price tag, most M&A lawyers provide a fee structure after an initial consultation, which gives them a chance to understand the scope of your deal.
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Get In Touch
Kaufman McGowan PLLC
190 Motor Parkway, Suite 200
Hauppauge, New York 11788
Fax (631) 410-1007
additional offices:
new york city
hudson valley