Do you need an M&A lawyer as well as an accountant?

Understanding their different roles in a business acquisition

When buying or selling a business, many SME owners ask the same question: “Can my accountant handle the transaction, or do I also need an M&A lawyer?”

It’s a fair question. Accountants are trusted advisers and play a critical role in any business acquisition or sale. But an M&A transaction involves more than financial analysis.

Understanding the different roles of accountants and M&A lawyers helps ensure that both financial performance and legal risk are properly managed throughout the deal.

The role of an accountant in a business acquisition or sale

Accountants are central to the financial side of an M&A transaction.

In a business acquisition, they typically assess historic performance, review working capital, advise on tax implications, and support valuation. They may lead financial due diligence and help structure the deal in a tax-efficient way.

For sellers, accountants often prepare the business for market, ensure financial records are accurate, and support discussions around pricing.

Their work answers a fundamental question: Does the financial performance justify the deal?

Without that clarity, buyers and sellers cannot make informed commercial decisions.

The role of an M&A lawyer in a transaction

While accountants focus on financial risk, an M&A lawyer focuses on legal risk and contractual protection.

In a business acquisition, the lawyer is responsible for structuring the deal appropriately, whether as a share purchase or asset purchase. And ensuring that the legal framework reflects the commercial agreement. This includes reviewing and negotiating Heads of Terms, managing legal due diligence, drafting and negotiating the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA), and overseeing the allocation of risk through warranties and indemnities.

An M&A lawyer also manages the disclosure process and guides the transaction through exchange and completion to ensure the transfer of ownership is properly documented and protected.

Legal due diligence goes beyond what appears in the accounts. It examines customer and supplier contracts, employment arrangements, intellectual property ownership, regulatory compliance, and any ongoing or potential disputes. These are often the areas where hidden

exposure sits – issues that may not affect current financial performance but can create significant risk after completion.

Why you still need an M&A lawyer in a business acquisition

Many of the risks that arise after completion are not financial…they are legal.

For example, key contracts may not be assignable without consent. Intellectual property may not be properly owned by the company. Employment arrangements may create unexpected liabilities. Earn-out provisions may be drafted in a way that leads to dispute.

These issues cannot be identified by reviewing financial statements alone.

Equally, the Share Purchase Agreement in an M&A transaction is not simply administrative paperwork. It determines:

• What happens if something goes wrong after completion
• How long claims can be brought
• The financial limits of liability
• How risk is shared between buyer and seller

Risk allocation is a legal exercise. It requires careful drafting and experienced negotiation.

Accountant vs M&A lawyer: It’s not either/or

This is not about choosing between financial advice and legal advice. A successful business acquisition or sale requires both.

Accountants provide financial clarity and tax efficiency, and M&A lawyers provide legal structure and contractual protection.

When advisers work collaboratively, the transaction is stronger and better protected from every angle.

When should you involve an M&A lawyer?

For many SME owners, their accountant is the first adviser they contact when considering buying or selling a business.

However, once negotiations begin, and certainly before Heads of Terms are signed…legal input becomes important.

Early involvement helps:

• Preserve negotiation leverage
• Identify structural risks
• Avoid rushed drafting later
• Keep the M&A transaction controlled and structured

Bringing in legal advice at the right stage often makes the later phases of the deal more efficient and less stressful.

Final thoughts

Accountants are indispensable in any business acquisition or sale. Their financial expertise underpins the commercial rationale of the transaction.

But financial advice alone cannot address legal exposure, contractual risk, or the structure of an M&A deal.

Business acquisitions are multi-layered. When financial and legal expertise work together, buyers and sellers are better protected, both at completion and in the years that follow.

Understanding the distinct roles of an accountant and an M&A lawyer ensures that the right expertise is applied at the right time.