M&A Solicitors: What They Do, When You Need One, And Costs

If you’re running a UK startup or SME, “M&A” can feel like a world that only applies to huge corporations.

But in practice, business sales and acquisitions happen at every size. You might be buying a smaller competitor, selling your business to a strategic buyer, taking on investment that changes control, or restructuring your group to make future fundraising easier.

In all of these situations, working with M&A solicitors can make the process far more predictable: they help you document the deal properly, spot the risks early, and get you to completion without nasty surprises.

Below, we’ll walk through what M&A solicitors actually do, when you should bring one in, and how costs typically work for small business deals in the UK.

What Do M&A Solicitors Actually Do In A Deal?

M&A solicitors don’t just “draft some paperwork”. For SMEs and startups, a good solicitor will usually act as a deal manager, risk-spotter, and translator (turning commercial goals into legally enforceable terms).

Here are the main areas where M&A solicitors add value.

1) Help You Choose The Right Deal Structure

Before you negotiate price, you usually need to decide what is being bought or sold:

• Share sale (buyer purchases shares in the company, taking the company “as is”, including its liabilities)
• Asset sale (buyer purchases specific assets and sometimes takes on specific liabilities)
• Group restructure (often used to simplify ownership, separate risk, or prepare for investment)

Your solicitor will explain the legal and practical implications of each approach (including what happens to contracts, employees, IP, and risk). They’ll also work alongside your accountant and tax adviser where needed, as structure is often driven by tax and financial reporting outcomes.

2) Run Or Support Legal Due Diligence

Due diligence is the buyer’s process of verifying what they’re buying. It’s where most deals either:

• build confidence and momentum, or
• slow down and become painful.

M&A solicitors help you (as buyer or seller) organise, review, and respond to due diligence requests. For sellers, getting your house in order early can stop “price chips” later (where the buyer tries to reduce price because issues were found late).

In smaller deals, a streamlined approach is common, but it still matters. Typical focus areas include:

• company structure and share ownership
• key commercial contracts (customers, suppliers, distributors)
• employment arrangements and contractor relationships
• intellectual property ownership (brands, code, designs, domain names)
• data protection and cybersecurity practices
• disputes, regulatory issues, and debts

Depending on the deal, a Legal Due Diligence Package can be a helpful way to keep this efficient and focused.

3) Draft And Negotiate The Core Transaction Documents

The “main agreement” in an M&A deal is usually either:

• a Business Sale Agreement (often used for asset sales and broader business transfers), or
• a Share Sale Agreement (used for share sales).

These documents don’t just record the price. They deal with:

• what’s included (and what’s excluded)
• payment mechanics (completion accounts, earn-outs, deferred consideration)
• warranties and disclosures (what the seller promises is true, and what exceptions are disclosed)
• indemnities (specific risk allocation for known issues)
• limitations of liability (caps, time limits, and thresholds)
• completion steps (what must happen on the day the deal completes)

This is where M&A solicitors earn their keep: they help you understand what you’re agreeing to, negotiate the risk balance, and make sure the contract matches the commercial reality.

4) Manage The Signing And Completion Process

M&A deals often have two key milestones:

• Signing: contracts are signed and the parties commit (sometimes subject to conditions)
• Completion: ownership transfers, money moves, and the deal “goes live”

Your solicitor will coordinate signatures, track conditions, produce completion deliverables, and help keep everyone aligned (buyer, seller, accountants, funders, brokers, and sometimes multiple shareholders).

A Completion Checklist is often used as the practical roadmap so nothing gets missed.

5) Handle Post-Deal Loose Ends

Plenty of legal work happens after completion, such as:

• transferring contracts (or entering into a Deed Of Novation where a contract needs to move to a new party)
• updating Companies House filings
• issuing share certificates and updating statutory registers
• putting new governance arrangements in place between continuing shareholders

If you’re selling only part of your company (or taking on a buyer as a new majority shareholder), you may also need an updated Shareholders Agreement so decision-making is clear going forward.

When Do UK SMEs And Startups Need M&A Solicitors?

Not every business transaction needs a specialist M&A lawyer. But once money, risk, and ownership changes get serious, it’s rarely wise to “template” your way through it.

Here are common situations where SMEs and startups should strongly consider engaging M&A solicitors early.

You’re Buying Another Business (Or A Competitor)

Buying a business can be a fast way to grow revenue, team capacity, IP, or market share.

But you also risk inheriting problems you didn’t anticipate (unfavourable contracts, employment disputes, unpaid taxes, unclear IP ownership, or customer churn risk). A solicitor helps you:

• structure the acquisition (share sale vs asset sale)
• run due diligence and spot red flags
• set the right warranties/indemnities so risk isn’t all on you
• make sure key assets (like IP and contracts) actually transfer

You’re Selling Your Company (Even If It’s A “Friendly” Buyer)

Many founders assume selling to a known buyer (a friend, supplier, customer, or competitor you get on with) makes the process simple.

It helps, but it doesn’t remove the need for proper documents. A sale contract needs to deal with uncomfortable questions like:

• What happens if something you said turns out to be wrong?
• What if the buyer doesn’t pay the deferred amount?
• Are you staying on as a consultant or employee post-sale?
• Are you giving non-compete or non-solicitation commitments?

This is exactly where clear drafting reduces the risk of relationship breakdown later.

You’re Taking Investment That Changes Control Or Adds Complex Terms

Not all fundraising is “M&A”, but some investment rounds effectively function like M&A because control rights change (e.g. new majority shareholder, investor veto rights, founder share transfers, or a secondaries component).

It’s common to start with a Term Sheet, but the binding documents are where the detail matters. If you’re raising capital and control dynamics are shifting, it’s worth getting proper advice early so you don’t accidentally agree to terms that block future growth or make later funding rounds difficult.

You’re Doing A Partial Exit Or Share Buyback

For SMEs, a “deal” isn’t always a full sale. You might be:

• buying out a departing co-founder
• selling a minority stake to a strategic partner
• restructuring shares before a future sale

These transactions can be deceptively risky if relationships are tense or expectations aren’t aligned. Your solicitor will help document the exit cleanly and minimise future dispute risk.

You’re Negotiating Earn-Outs Or Deferred Consideration

Earn-outs are common in small business acquisitions, especially where the buyer and seller disagree on valuation.

But earn-outs can go wrong if the terms aren’t precise. You’ll want legal clarity on:

• how the earn-out is calculated
• what accounting standard applies
• what level of control the buyer has over the business post-completion
• what happens if the buyer changes strategy, cuts budgets, or pivots the product

M&A solicitors help turn “we’ll work it out later” into enforceable rules.

What’s In The M&A Process? A Simple Deal Timeline

Every deal is different, but most SME and startup transactions broadly follow this flow.

1) Early Negotiation And Heads Of Terms

You’ll usually agree key commercial points before full legal drafting starts, such as:

• price and payment structure
• deal structure (shares vs assets)
• exclusivity period
• high-level timelines

This stage is often documented in a heads of terms or term sheet. Some parts might be intended to be binding (like confidentiality and exclusivity), even if the rest is “subject to contract”.

2) Due Diligence (And Disclosure)

Buyers typically send a due diligence questionnaire and request documents. Sellers respond via a data room and disclosures against warranties.

If you’re the seller, it’s worth being upfront and organised. Surprises late in the process are one of the biggest reasons deals stall.

3) Drafting And Negotiation Of The Sale Agreement

This is where the legal “engine” of the deal is built. Your solicitor will negotiate warranty scope, limitations, completion mechanics, and the completion deliverables.

For founders, it’s also the moment to watch for personal risk. For example, you might be asked to give warranties personally (not just the company) or provide personal undertakings. Don’t assume this is “standard” just because it’s been drafted that way.

4) Signing

Once the documents are agreed, everyone signs. Sometimes completion happens immediately; sometimes there’s a gap (for example, to obtain consents, complete funding steps, or satisfy conditions).

5) Completion And Post-Completion Steps

Funds are transferred, shares or assets move, resignations/appointments are processed, and operational handover begins.

A good solicitor keeps a tight handle on completion so you’re not left chasing missing documents after the fact.

How Much Do M&A Solicitors Cost In The UK?

Cost is one of the first questions SMEs ask, and it’s a fair one. M&A legal work can be a meaningful investment, but the right approach can also prevent expensive mistakes (or even prevent a deal collapsing after months of effort).

In the UK, M&A solicitor fees typically depend on:

• Deal size and complexity (number of parties, jurisdictions, subsidiaries, sites)
• Share sale vs asset sale (asset sales can involve more “moving parts” like contract transfers)
• Quality of your records (messy company records usually means more legal time)
• Speed (tight deadlines often increase time and intensity)
• Negotiation intensity (heavily negotiated warranty packs and earn-outs take longer)

Common Pricing Models

Different firms price M&A work in different ways. For SMEs and startups, you’ll commonly see:

• Fixed fee (or staged fixed fees): often used for more predictable scopes (e.g. first draft + negotiation + completion)
• Hourly rates: flexible, but can be harder to forecast if the deal becomes contentious
• Hybrid: a fixed fee for core documents plus hourly for out-of-scope items

If you’re cost-sensitive (like most small businesses), it’s worth asking your solicitor upfront:

• What’s included and excluded?
• What assumptions have been made?
• What would cause fees to increase?
• How will updates be provided as the deal progresses?

What’s A Typical Range For SME Deals?

There isn’t one “standard” fee, but as a general guide, smaller UK M&A matters can range from a few thousand pounds for very simple transactions through to tens of thousands for complex deals with heavy due diligence and negotiation.

The key point is value, not just price. A cheap legal job that leaves you exposed on warranties, completion mechanics, or IP ownership can cost far more later.

How To Keep M&A Legal Costs Under Control

You can reduce legal time (and friction) by preparing early. Practical steps include:

• Sort out your company records (share allotments, option grants, registers, board minutes)
• Centralise key contracts so you’re not searching old inboxes mid-deal
• Clarify IP ownership (especially where contractors helped build code, branding, or content)
• Be clear internally on your “must-haves” vs “nice-to-haves” in negotiation
• Respond quickly to questions from your solicitor and the other side

It can also help to have one point of contact in your business coordinating information, rather than multiple team members responding in parallel (which often creates inconsistent answers and more follow-up).

How To Choose The Right M&A Solicitor For Your Business

For SMEs and startups, the “best” solicitor isn’t necessarily the biggest name. It’s the one who can run your transaction efficiently and explain risk in a way that helps you make decisions.

Here are practical criteria that matter.

Experience With SME-Scale Transactions

SME deals often have different realities compared to large corporate deals:

• founders may be heavily involved in day-to-day operations
• records may not be perfect (but can be fixed)
• timelines can be tight
• commercial pragmatism matters more than “perfect drafting”

You want a solicitor who’s comfortable operating in that environment.

Clear Communication (No Legalese)

M&A documents are technical. Your solicitor should be able to summarise the deal in plain English and give you a clear view of:

• what’s market-standard
• what’s a red flag
• what you can live with commercially
• what you should push back on

Strong Project Management

Delays often happen because nobody is “driving” the deal. Good M&A solicitors keep timelines moving, follow up on open points, and coordinate completion so you’re not dealing with last-minute surprises.

A Practical Approach To Risk

Not every risk needs a 10-page clause. Sometimes the right solution is:

• a narrow indemnity
• a price adjustment
• an escrow or retention
• or simply better disclosure

A solicitor who understands how SMEs operate will help you land on a solution that fits the deal, not just the textbook.

Key Takeaways

• M&A solicitors help SMEs and startups structure deals, manage due diligence, negotiate transaction documents, and drive the signing/completion process.
• You’ll usually want an M&A solicitor if you’re buying or selling a business, doing a partial exit, raising investment that changes control, or negotiating earn-outs and deferred payments.
• Core documents often include a business sale agreement or share sale agreement, plus completion deliverables and (sometimes) post-deal governance documents like a shareholders agreement.
• M&A legal costs vary depending on complexity, speed, and negotiation intensity, and may be fixed fee, hourly, or a hybrid approach.
• You can keep costs under control by organising records early, centralising contracts, clarifying IP ownership, and responding quickly during due diligence.
• The right M&A solicitor for an SME is typically the one who combines technical skill with clear communication and strong project management.

Disclaimer: This article is for general information only and does not constitute legal, tax, or financial advice. Every deal is different, and you should get advice tailored to your circumstances.

If you’d like help with an upcoming business sale, acquisition, restructure, or investment round, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.