TrueValue M&A Network
Corporate lawyers
The corporate lawyer turns a commercial agreement into an enforceable one: heads of terms, the share or asset purchase agreement, the disclosure letter, the warranties and indemnities, and the completion mechanics that transfer the business.
Corporate lawyers
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What corporate lawyers do
On a buy-side instruction the corporate lawyer conducts legal due diligence on the target, drafts the acquisition agreement and negotiates the protections — warranties, indemnities, restrictive covenants, the price adjustment mechanism, retentions and escrow. On the sell side they manage disclosure against the warranties, negotiate the limitations on the seller’s liability and coordinate the completion deliverables. Either way they run completion itself, when the documents are signed, the money moves and the shares transfer.
The quality of the lawyer shows in the SPA: whether it protects against the risks the diligence found, and whether it is proportionate enough that the other side will sign it.
When to engage them
Before heads of terms are signed. Heads are usually stated to be non-binding, but they set expectations that are hard to move later, and the exclusivity and confidentiality provisions within them are binding. A lawyer who sees the heads can save weeks of argument in the SPA.
Usually active at
- Making or negotiating an offer
- In due diligence
- Legal documents and completion
- Selling a business
What they typically help with
- Heads of terms, exclusivity and confidentiality agreements
- Legal due diligence on the target
- The share or asset purchase agreement and disclosure letter
- Warranties, indemnities, restrictive covenants and price adjustments
- Completion, and post-completion filings
Questions to ask before you engage
- 1. How many transactions of this size have you completed in the last two years, and on which side?
- 2. Who will do the work day to day, and who supervises?
- 3. Is the fee fixed or capped for the transaction, and what is excluded?
- 4. What is your view of the key risks in this deal from what you have seen so far?
- 5. How do you work with the accountants and the adviser to keep one timetable?
How corporate lawyers are paid
Corporate lawyers charge on time, often with a fixed fee or a cap for a defined scope on smaller transactions. Ask what is inside the cap (legal due diligence, the SPA, completion) and what falls outside (disputes, unusual structures, regulatory work), and whether an abort fee applies if the deal does not complete.
How TrueValue fits alongside
TrueValue keeps the documents on the deal: NDAs, heads of terms and offer letters drafted from the record with the firm’s own clause library, sent for e-signature with routing and identity checks, and the executed copies filed with their certificates. The closing room’s completion checklist and transaction bible are where the lawyer’s completion deliverables land.
Frequently asked
Do I need a specialist corporate lawyer, or will my usual solicitor do?
- A specialist. Corporate transactions have their own conventions, documents and market practice, and a general practitioner negotiating an SPA against a specialist is at a disadvantage that costs more than the fee difference.
What is a disclosure letter?
- The seller’s statement of the facts that qualify the warranties they give in the SPA. Anything properly disclosed cannot later be the subject of a warranty claim, which is why buyers scrutinise it and sellers take care over it.
Is a lawyer in this network regulated?
- Solicitors in England and Wales are regulated by the SRA, and equivalents apply in Scotland and Northern Ireland. Check the regulator’s register; a listing here does not confirm regulated status.
Listings in the TrueValue M&A Network are provided for information. A listing is not an endorsement or a recommendation, and TrueValue does not guarantee any professional’s performance. You must carry out your own due diligence before engaging anyone, verify regulated status independently with the relevant regulator, and seek qualified legal, financial and tax advice where appropriate.