Why Every Business Exit Needs a Transaction Attorney

Exiting your business is one of the most significant and complex decisions you’ll ever face. 

In this episode of the Dominion Business Advisors Podcast, Cameron Teich unpacks the critical role of the Transaction Attorney in protecting owners during the sale of their business.

You’ll learn:

Why the right legal counsel is essential for a successful exit.

The Transaction Attorney’s role before, during, and after the deal.

How poor legal strategy can cost millions in value, and how to prevent it.

What business owners and advisors should watch for when selecting an attorney.

How Dominion Business Advisors collaborates with Transaction Attorneys to protect clarity, confidence, and legacy.

Whether you’re a business owner preparing to transition or a center of influence advising clients, this episode shows why every exit is more than a transaction, it’s a covenant. And it’s why wise counsel is not optional, but essential.

Visit DominionBusinessAdvisors.com to explore our tools, workshops, and value-building strategies.

Connect with us on LinkedIn, X, or schedule a call to take the next step toward your exit strategy.

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Transcript

Welcome back to The Dominion Business Advisors Podcast, where we help faith-driven business owners like you grow transferable value, plan your exit with wisdom, and leave a legacy that blesses beyond the bottom line.

I’m your host, Cameron Teich, a Certified Exit Planning Advisor and founder of Dominion Business Advisors.

In this special series, we’re talking about “Centers of Influence” or COIs - the key professionals every owner needs for a successful business transition.

Today’s focus: the Transaction or M&A Attorney 

Too often, business owners reach for the wrong type of attorney, someone who helped them with their will, their lease, or their LLC paperwork, and they expect that person to navigate a multi-million-dollar sale.

But selling a business is a spiritual, financial, and legal milestone.

And it demands someone with transactional wisdom, not just legal credentials.

In this episode, we’re going to talk about:

• The essential role a Transaction Attorney plays in the exit process,
• Why “generalist” lawyers often cause more harm than good,
• How the wrong legal representation can cost you more than just money,
• And how Dominion Business Advisors collaborate with the right attorneys to safeguard not only the deal, but the legacy behind it.

Because finishing well is not just a business goal, it’s a Kingdom responsibility.

Let’s get started.

Let’s start with a warning and a promise.

The warning is this:

If you approach your exit with the wrong kind of attorney, or without one at all, you are putting everything you’ve built at risk.

The promise is this:

With the right legal counsel, a seasoned transaction attorney who understands M&A, you can walk into your next chapter with clarity, confidence, and a protected legacy.

Here’s a common mindset from business owners: “My attorney has been with me for years, they know my business, they’ll handle the sale.”

Now loyalty certainly matters. 

But selling your company is not like renewing a lease or drafting an employee handbook.

It’s more like open-heart surgery. 

You don’t call your family doctor, you call a specialist who’s performed it hundreds of times.

That’s what a transaction attorney is: a specialist who knows the traps, the loopholes, and the hidden risks.

Unfortunately, business sales often go sideways without the right counsel.

A common example is this: 

An owner relies on their long-time attorney, who was excellent at day-to-day matters, to review a Letter of Intent or LOI.

What may seem like a simple agreement, could actually contain a vague working capital adjustment, an ambiguous earnout, or even a three-year indemnification clause.

An inexperienced attorney may miss these items without flagging any of it.

A situation like this could significantly impact the owner who expected to walk away with $10 million, but after adjustments, clawbacks, and escrow holdbacks, may net only $6 million.

The lesson?

It’s not about intelligence, it’s about experience.

At Dominion Business Advisors, we see the transaction attorney as a covenant protector.

They don’t just draft documents; they safeguard promises and ensure integrity in the deal.

And when the right attorney is in place early, the owner can step forward in faith, not fear, knowing the legacy they’ve built is secure.

The best exits are won long before negotiations begin. 

Attorneys help lay the legal foundation for a smooth transition years in advance.

This could include a review of your entity structure.

A seasoned attorney reviews whether your business is structured for flexibility.

Is it better positioned for a stock sale or an asset sale?

Are ownership agreements clear and current?

A messy entity structure can cause confusion, delays, and even lawsuits once a buyer starts digging.

It could include a review of your contracts and liabilities.

Buyers will scrutinize every vendor agreement, customer contract, and lease.

If documents are outdated, inconsistent, or silent on key terms, it raises red flags.

A good attorney ensures contracts are transferable, liabilities are disclosed, and skeletons are cleared from the closet before due diligence begins.

It could include a review of your intellectual property.

If your brand, software, or proprietary processes aren’t properly documented and owned by the right entity, buyers will discount value—or walk away entirely.

Attorneys make sure your IP is protected and transferable.

It could include a review of your ownership and shareholder agreements.

For multi-owner businesses, clarity is critical.

Are rights and restrictions spelled out?

Do buy-sell agreements align with the owner’s intentions?

Change-of-control clauses can block a deal if not handled in advance.

And finally, it could include an overall review of your legal readiness.

Attorneys can help prepare data rooms early, organizing contracts, minutes, and filings so buyers see a company that’s buttoned up.

This pre-exit work is like pruning, though uncomfortable, prepares a tree to bear better fruit.

In the same way, trimming and cleaning up the legal foundation sets the stage for a stronger, smoother, and more valuable exit.

When owners wait until the LOI stage to involve legal counsel, they’re usually reacting, not preparing.

The right attorney helps owners move from reactive posture to proactive stewardship.

When the deal window opens, a transaction attorney becomes indispensable.

This is where value is either preserved or lost.

It starts with the Letter of Intent or LOI.

Owners often assume the LOI is harmless.

But exclusivity clauses, confidentiality, and purchase price assumptions can lock you in.

Attorneys review and negotiate these early terms so you don’t give away leverage before the real deal begins.

Another item is the Purchase Price Allocation.

How the sale price is allocated affects your tax bill.

Buyers prefer allocations that minimize their taxes, often at your expense.

Without pushback, you may face unnecessary ordinary income or depreciation recapture.

Attorneys negotiate allocations to protect your net.

Working Capital Adjustments are also addressed.

Seemingly minor adjustments can reduce value by hundreds of thousands.

Attorneys ensure formulas are fair, definitions are clear, and you’re not penalized for vague “shortfalls.”

Earnouts are reviewed and analyzed.

Promises of future payouts sound attractive, but without clear definitions, audit rights, and protections, they’re unenforceable.

Attorneys either structure them carefully or negotiate alternatives to avoid disappointment.

Indemnification & Escrow concerns are assessed and resolved.

This is where many owners unknowingly stay on the hook.

Without caps, time limits, or carveouts, you may remain liable years after closing.

A transaction attorney defends against one-sided indemnity provisions and ensures you don’t give back your payout post-exit.

Finally, a Definitive Purchase Agreement is drafted and reviewed.

Every word matters.

Attorneys review reps and warranties, covenants, and non-competes with surgical precision.

Their role is to ensure the agreement not only reflects the deal, but defends it against misinterpretation.

Throughout the process, they coordinate with CPAs, financial planners, and advisors.

A true exit team works together: tax impacts, financial models, and legal terms all aligned.

Buyers will examine every line.

Your attorney is the voice that examines right back, protecting what you’ve built.

A transaction attorney isn’t a dealbreaker; they’re a deal protector.

Their presence gives buyers confidence while ensuring you walk away with what you were promised.

Many owners think the attorney’s role ends when the check clears. 

In reality, the legal work continues.

This may include indemnification monitoring.

If the agreement allows buyers to file claims for 12, 24, or 36 months, your attorney must track and challenge claims as they arise. 

Without vigilance, you risk losing funds you thought were secure.

It may include accountability and analysis for installments and earnouts.

If payouts are spread over time, attorneys make sure terms are enforced.

They confirm payments are received, track conditions, and push back if buyers manipulate metrics.

It may include regular assessment of non-competes and restrictions.

Post-exit, you may want to consult, invest, or even start another business.

Attorneys clarify what you can and can’t do, preventing accidental violations that could trigger penalties.

And finally, it will likely include estate and entity updates.

Wealth often shifts significantly after a sale.

Attorneys update trusts, entities, and estate plans so your new assets are protected and stewarded wisely.

A transaction attorney helps ensure that commitments made during the deal are carried out faithfully in the years that follow.

At Dominion Business Advisors we don’t disappear once the deal closes, and neither should your attorney.

Together, we walk with owners into their next season, ensuring the covenant of the exit remains intact.

If you’re a transaction attorney, or if you’re a CPA or advisor listening, here are a few truths you must understand.

Not All Attorneys Are Equal:

M&A law is a specialized discipline.

If you haven’t negotiated purchase price allocations, indemnities, or earnouts, you’re not equipped to protect a seller in this arena.

And that’s okay.

The wise attorney knows when to bring in additional expertise.

Another truth is that Most Mistakes Show Up Too Late.

Owners rarely realize they’ve made a mistake until after the sale, when contracts limit their next move, or when indemnification claims drain their payout.

Prevention always costs less than repair.

The next truth is that Centers of Influence or COIs Have Influence.

CPAs, general attorneys, and bankers often have the owner’s trust.

If you see a client moving toward an exit, you may be the only one who can say, “We need a specialist here.”

Use that influence to protect them.

What are some possible red flags to Look For in a Client needing exit planning expertise?

Owners over 45 with no succession plan, heavy concentration of wealth in the business, or casual comments about “stepping back” or entertaining buyer inquiries.

If you spot these red flags, they’re invitations to act.

Your role as a trusted advisor isn’t just drafting contracts, it’s stewardship.

You guard what matters most to the owner: their life’s work, their family’s future, and their legacy.

At Dominion, we don’t view transaction attorneys as last-minute resources.

We see them as essential partners in our exit planning process.

Phase 1 is the discovery stage.

Every engagement begins with a deep dive readiness assessment into the owner’s personal, financial, and business spheres, which includes a business valuation, business attractiveness to the market, and always includes a legal risk review.

We flag issues, outdated agreements, ownership gaps, IP concerns, and bring attorneys in early to address them.

Phase 2 is when we prepare the business and owner for a transition by putting the plan into action. 

As we build a 24–36 month roadmap, attorneys help restructure entities, clean up skeletons, and update contracts.

We keep them looped into quarterly reviews so they’re proactive, not reactive.

Phase 3 is when the business owner decides to either keep growing or initiate their transition.

When the owner is ready to sell, attorneys are at the center of negotiations.

They review LOIs, draft purchase agreements, negotiate indemnities and covenants, and ensure compliance across closing documents.

Our boundaries are clear: we don’t draft legal documents or touch an attorney’s scope.

Our role is to prepare the client, manage the process, and coordinate the team.

Their role is to protect the client legally.

Together, it’s a Kingdom partnership: different lanes, same mission.

Protect the owner.

Steward the process.

Preserve the legacy.

And when owners see their attorney and their other advisors working in harmony, it builds confidence, not just in the deal, but in the integrity of the transition itself.

And now for some final thoughts. 

If you’re an attorney or advisor and this episode resonated with you, let’s connect.

We love working with professionals who want to protect their clients and finish strong.

We’re not here to pitch a product.

We’re here to build a team, to come alongside you, honor your relationship, and serve your clients with excellence.

Let’s build something that lasts…together

Thanks for listening to the Dominion Business Advisors Podcast. 

If this episode struck a chord with you or brought you some clarity, I encourage you to visit DominionBusinessAdvisors.com where you can access our free guides, read our blogs, schedule a call, or reach out directly

Don’t forget to subscribe, leave a review, and share this with a business owner who needs it.

And remember, you were never meant to do this alone.

Until next time, keep building a business that blesses beyond the bottom line.

Clarity. Confidence. Legacy.