Aimee B. Davis Law P.C.

What Do You Know About M&A?

{3 minutes to read} I love mergers and acquisitions (M&A)!


I’m currently representing the Sellers of a relatively small private company to a first-time buyer. I was concerned about unnecessary transaction costs because the initial draft of the letter of intent required a Hart-Scott-Rodino (HSR) filing and for the Seller’s counsel to provide a legal opinion as to the enforceability of the stock purchase agreement.

Since going solo in 2011, the deal size I handle is generally smaller than those in BIG LAW. As such, it was immediately clear to me that HSR was not applicable. The requirement to deliver a legal opinion regarding the contract to be prepared by the buyer also seemed to be overkill. As a gut check, I decided to keep abreast of the trends in current M&A practice by participating in a class called Right-Sizing M&A Documentation for Smaller Deals: Distinguishing Relevant From Unnecessary Terms and Reducing Costs.

My instincts were correct that legal opinions are generally no longer given in M&A deals, particularly for one of this size. This is mainly due to the additional legal fees that would be incurred to prepare a legal opinion. According to a mentor of mine: “I haven’t given a legal opinion in 10 years in an M&A deal.”


I also recently participated in a class regarding Data Privacy and Cybersecurity Risks in M&A Transactions. This satisfied the new rule effective July 1, 2023, requiring NYS attorneys to take a 1-hour class on cybersecurity, privacy, and data protection. The overall number of required hours for each 2-year period did not change, it’s still 24, but one of those hours must be cyber-related.


Although the class covered a discreet topic, it reminded me why purchase agreements tend to be so long, and it’s not just because lawyers just can’t help themselves. There is a method to the madness.


One might ask if the agreement contains a general representation that the company is in compliance with ALL laws, why would it be necessary to also include industry-specific representations that focus on cybersecurity and compliance with laws related to personally identifiable information (PII)?


The answer is that, notwithstanding the due diligence conducted by buyers, citing more specific representations that drill down on industry-specific topics has a tendency to force more thoughtful and comprehensive disclosure by Sellers.


From the Seller’s perspective, including detailed representations helps Sellers to think more broadly about the validity of what they are agreeing to. In drafting purchase agreements, Buyer’s counsel should consider whether certain representations are important to double down upon. This depends on the type of business, the risks associated with the business, and where it is in its life cycle.

Aimee B. Davis Law P.C. is committed to advising its clients and resolving issues relating to the legal and business matters that are important to them. If you have any questions, please feel free to contact us at (917) 617-2243 or email

Aimee B. Davis Law P.C.

122 Ashland Place
Brooklyn, NY 11201