Mergers & Acquisitions: Legal Insights for Strategic Growth
- Nov 26, 2025
- 5 min read
In our exclusive conversation with Regina M. Campbell, Esq., founder and managing attorney of The Campbell Law Group (thecampbelllawgroup.com), we explore the critical legal insights that drive successful mergers and acquisitions — from due diligence and deal structuring to employee retention and Florida-specific regulations.
Photo by Radission US, Unsplash
What are the key legal considerations during the due diligence process in a merger or acquisition?
Due diligence is about uncovering risks before they become costly surprises. At its core, it’s an investigative process. We examine the company’s financial health, contracts, liabilities, intellectual property, compliance record, and any pending or potential litigation. But effective due diligence isn’t just checking boxes or reviewing documents in isolation. Each contract, statement, or disclosure is a piece of a larger puzzle that reveals how the company really operates, its operational costs, funding of those costs, actual profitability, how it treats its stakeholders, and whether it’s positioned for sustainable growth.
We look for gaps between what’s presented on paper and what’s happening in practice on the ground. Those gaps often become the flashpoints for disputes later on, as well as unanticipated risk and cost to the acquisition of the company, which were not likely considered previously. By connecting the dots, we can provide our clients with a clear view of both the opportunities and the risks, and, more importantly, how these factors will shape the future of the combined business.
How does The Campbell Law Group ensure that clients’ interests are protected during the negotiation of terms in M&A deals?
We focus on clarity and precision in drafting because the fine print is often where future problems arise. Negotiations can be fast-paced and complex, and it’s easy for critical details to get overlooked in the excitement of closing a deal. Our role is to anticipate risks before they surface, structure protections that withstand scrutiny, and ensure our clients don’t inherit hidden liabilities. This involves carefully reviewing representations and warranties, indemnification provisions, and dispute resolution mechanisms, while also considering the broader strategy.
Ultimately, we strike a balance between advancing the deal and safeguarding what matters most, whether that’s ownership rights, governance structures, intellectual property, or financial exposure. It’s about creating a foundation that allows the newly combined business to thrive without unnecessary legal complications down the road.
Can you describe a recent successful merger or acquisition your firm handled, and what challenges you helped overcome?
We recently guided a Florida-based company through an acquisition where the seller’s financial disclosures raised several red flags. On the surface, the numbers looked solid, but our team’s due diligence uncovered inconsistencies between reported revenue and actual cash flow, as well as obligations that hadn’t been fully disclosed. By identifying these issues early, we were able to bring them into the negotiation process and secure key concessions, including a renegotiated purchase price and stronger indemnification provisions to protect against undisclosed liabilities.
The deal still went forward, but on terms that protected our client’s investment and significantly reduced their exposure to risk. For us, it was a clear example of why thorough due diligence and careful legal structuring matter: what you uncover before signing can change the entire trajectory of a transaction.
What are some common legal pitfalls in the M&A process, and how can businesses avoid them?
Rushing through due diligence, overlooking cultural and operational fit, and failing to plan for post-deal integration are some of the most common pitfalls we see in M&A. A deal might look great on paper, but if liabilities are missed, teams don’t align, or integration costs spiral out of control, the value of the transaction can quickly erode. Too often, businesses get caught up in the excitement of the opportunity and underestimate the time and detail required to truly evaluate the risks.
The best way to avoid these mistakes is to engage experienced counsel early in the process, ask the difficult questions, and take a comprehensive approach that looks beyond financials. Legal, financial, and human elements all need to work together. That means reviewing everything from contracts and compliance records to leadership structures and employee incentives. When businesses approach M&A with patience and thoroughness, they’re far more likely to achieve the strategic growth they envisioned rather than costly surprises after the fact.
What strategies do you recommend for handling employee retention and restructuring in the wake of an M&A?
Clear communication and well-drafted employment agreements are key to handling employee retention and restructuring after an M&A. Employees often fear uncertainty, and in many cases, talent attrition can be one of the biggest hidden costs of a deal. Addressing roles, benefits, and retention incentives upfront helps maintain stability and signals to staff that their contributions are valued in the new organization.
On the legal side, we take a proactive approach by reviewing and updating employment contracts, ensuring compliance with labor laws, and structuring retention packages that align with long-term business goals. Just as important, we revisit non-compete and confidentiality agreements to confirm they’re enforceable and tailored to the new entity. This not only protects the company’s talent but also its know-how, client relationships, and intellectual property. A thoughtful, legally sound strategy for employees is often the difference between a smooth transition and one that jeopardizes the success of the merger.
Photo by Annika Wischnewsky, Unsplash
How do Florida’s business laws, such as the Florida Limited Liability Company (LLC) structure, impact the M&A process, particularly for companies based in the state?
Florida’s LLC framework is flexible, which makes it an attractive option when structuring deals. That flexibility allows businesses to shape ownership, management, and profit distribution in ways that best fit their strategic goals. However, with that flexibility comes responsibility — operating agreements must be carefully drafted to anticipate how ownership transitions will work, how decisions will be made, and how minority interests will be protected.
In the context of an M&A, these details become especially important. A poorly written or incomplete operating agreement can lead to disputes over voting rights, profit allocations, or management authority once the deal closes. By contrast, a well-structured agreement creates certainty, reduces the risk of conflict, and provides a clear roadmap for how the new entity will operate. Getting these details right on the front end can be the difference between a smooth transition and prolonged disputes that drain both time and resources.
In Florida, certain real estate transactions are subject to documentary stamp taxes. How do these taxes factor into the financial considerations of an M&A involving real estate?
Documentary stamp taxes can add significant costs in real estate-heavy transactions, and those costs are often underestimated. In Florida, these taxes apply to deeds and certain financial instruments, which means they can quickly become a substantial line item in an M&A involving property. We advise clients to factor these taxes into their financial modeling from the very beginning so there are no surprises during closing.
Beyond awareness, we also explore structuring options that may reduce unnecessary exposure, such as carefully analyzing how assets are transferred and whether alternative deal structures might be more efficient. It’s one of those Florida-specific issues that can easily be overlooked, but when addressed proactively, it prevents unexpected expenses from eating into the overall value of a transaction.
Florida has specific laws surrounding non-compete agreements. How do these laws affect M&A transactions, particularly when the deal involves the merging of teams or businesses?
Non-compete laws in Florida are enforceable but must be reasonable in scope, geography, and duration to withstand judicial scrutiny. In the M&A context, they are essential for safeguarding the value of the transaction — protecting goodwill, preserving customer relationships, and making sure that key individuals don’t take trade secrets or insider knowledge to a competitor. We take a thorough approach by drafting and reviewing these agreements to comply with Florida’s legal standards while also reflecting the practical realities of the deal. This balance not only strengthens enforceability but also gives our clients confidence that the core value of their acquisition is protected long after the ink dries on the contract.
For more information, visit:
The Campbell Law Group P.A.
2121 Ponce de Leon Blvd, Suite 540
Coral Gables, FL 33134
Phone: (305) 460-0145
Email: info@thecampbelllawgroup.com