San Francisco · CA · Vetted Directory

Mergers & Acquisitions Lawyers in San Francisco

Selling your tech company, acquiring a Bay Area target, raising growth equity, or running a strategic carve-out? San Francisco is the U.S. center of technology M&A. The firms below structure venture-backed exits, strategic acquisitions, PE-backed roll-ups, and cross-border deals every week — from $10M asset sales to multi-billion-dollar public-company transactions.

5
Vetted Firms
$10M-$5B+
Deal Size Range
75-135
Days LOI to Close

Updated April 26, 2026

When a San Francisco business needs an M&A lawyer

Bay Area founders, boards, and PE sponsors retain M&A counsel for four recurring reasons: a strategic acquirer (often a public tech company) has signed an LOI to buy the company; a PE-backed platform has identified a Bay Area add-on target; the company is raising a late-stage round large enough to feel like a partial sale (Series D, secondary, structured equity); or a strategic carve-out is being structured for spin or sale.

San Francisco's M&A market splits along two axes. By deal size: top-tier BigLaw — Wilson Sonsini, Cooley, Fenwick & West, Latham & Watkins, Skadden, Kirkland, Paul Hastings — handles the largest, most complex, and most contested deals (mega-cap PE, public-company combinations, hostile situations, complex carve-outs). Middle-market and lower middle-market deals run efficiently at Coblentz Patch Duffy & Bass, Morrison Foerster, Pillsbury, Orrick, Goodwin Procter SF, and specialty boutiques like Grellas Shah for founder-led tech companies.

By industry: technology is the dominant sector (SaaS, cybersecurity, fintech, AI/ML, devtools), with substantial healthcare/life sciences, climate tech, and consumer activity. SF M&A counsel typically have deep sector experience that informs deal structure — earnout milestones in healthcare differ materially from SaaS; PHI/data privacy reps in healthtech are sui generis; open-source IP diligence in devtools is its own discipline.

Critical early decisions in any SF deal: stock vs asset structure; cash vs stock vs hybrid consideration with rollover equity; reps and warranties insurance vs traditional indemnity (now standard in middle-market); HSR antitrust filing; CFIUS review for any foreign acquirer (mandatory for sensitive tech and personal data); California qualification and Section 1101.1 reorganization tax planning; and 280G golden parachute analysis for founder/exec payouts. Engage SF M&A counsel at the LOI stage — economic structure is hardest to change after the term sheet.

Firms in San Francisco that handle M&A

1

Coblentz Patch Duffy & Bass LLP

★★★★★4.7/5(58 reviews)Hourly $650-$950

130-year-old San Francisco firm. Strong middle-market M&A practice serving as outside general counsel for many Bay Area clients. Buy-side and sell-side transactions, private equity, venture capital, post-closing disputes. Pragmatic economics for $25M-$250M deals.

EnglishSan Francisco + Napa
2

Grellas Shah LLP

★★★★★4.7/5(92 reviews)Hourly $475-$725

Silicon Valley business law boutique. Lower middle-market M&A, founder-led tech company sales, asset and stock purchases, earnouts, and post-closing disputes. Practical economics for $5M-$50M transactions and for founder-side counsel against strategic acquirers.

Free ConsultationEnglishSan Francisco Bay Area
3

Wilson Sonsini Goodrich & Rosati

Chambers USA Band 1 (Corporate/M&A: The Elite, CA)Top-tier BigLaw rates

The defining law firm of Silicon Valley technology M&A. Acquisitions and exits for venture-backed companies, strategic acquisitions by public tech companies, cross-border deals. Standard for any deal where the buyer or seller is a Bay Area tech company.

External listingEnglishPalo Alto + San Francisco
4

Cooley LLP

Chambers USA Band 1 (Corporate/M&A: The Elite, CA)Top-tier BigLaw rates

Top SF/Palo Alto BigLaw firm for emerging-company and venture-backed M&A. Particularly active in SaaS, fintech, and life sciences transactions. Strong sell-side practice representing founder-led targets in strategic acquirer deals.

External listingEnglishSan Francisco + Palo Alto
5

Latham & Watkins LLP — San Francisco

Chambers USA Band 1 (Corporate/M&A: The Elite, CA)Top-tier BigLaw rates

Global BigLaw with a substantial SF M&A team. Strategic and PE-backed deals, public-company M&A, cross-border transactions, and complex carve-outs. Typical fit for $250M+ deals and any matter with significant capital markets, antitrust, or regulatory dimensions.

External listingEnglishSan Francisco

What M&A legal work typically costs in SF

Lower middle market ($5M-$25M deals). Buy-side legal fees of $45,000-$185,000, sell-side $35,000-$140,000. Often handled at fixed or capped fees by SF boutiques and small business firms.

Middle market ($25M-$250M deals). Buy-side $225,000-$850,000, sell-side $185,000-$675,000. Hourly billing is standard with budget caps for known scope items. Coblentz, Morrison Foerster, and Pillsbury are the typical economics here.

Large-cap ($250M-$1B deals). Buy-side $900,000-$3.2M, sell-side $725,000-$2.4M. Cooley, Wilson Sonsini, Latham, Fenwick compete with elite tier here.

Mega-cap and public company ($1B+). Wilson Sonsini, Cooley, Latham, Skadden, Kirkland, Paul Hastings rates. $2.8M-$14M+ per side is normal. RWI broker fees and HSR filing fees additional.

Add-ons. Reps and warranties insurance premium: 2.5-4.5% of policy limits. HSR filing fee: $30,000-$280,000 depending on deal size. CFIUS filing fee: tiered, up to $300,000 for filings requiring full review.

Typical M&A timeline in SF

LOI signed: typically 3-5 weeks of pre-LOI negotiation. Bay Area tech deals often have multiple bidders and competing LOIs.

Due diligence: 4-9 weeks in parallel with definitive agreement drafting. Quality-of-earnings, IP (often heaviest in SF tech deals), employment, tax, open-source, and data-privacy diligence run on parallel workstreams.

Definitive agreements drafted, negotiated, signed: 3-7 weeks from LOI for a clean middle-market deal. RWI-driven negotiation and complex carve-outs extend timelines.

Regulatory clearance: HSR 30-day waiting period (with possible second request). CFIUS reviews can extend an additional 45-90 days — and SF tech deals trigger CFIUS more often than other markets because of sensitive technology and data.

Closing to integration: closing usually happens 1-7 days after regulatory clearance. Most modern Bay Area closings are remote signings.

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Mergers & Acquisitions in San Francisco — FAQ

How long does a typical SF M&A deal take from LOI to closing?
A clean middle-market Bay Area M&A deal (under $250M) runs 75-135 days from signed LOI to closing — slightly longer than NY equivalents because tech deals carry heavier IP and open-source diligence. Larger deals or those requiring HSR antitrust filings, CFIUS review, or sector-specific regulatory approvals extend to 5-9 months.
What does M&A legal work cost in San Francisco?
Buy-side legal fees on a $25M-$100M deal typically run $225,000-$725,000 at a mid-market SF firm. Sell-side fees are usually 70-85% of buy-side. Top-tier BigLaw firms (Wilson Sonsini, Cooley, Latham, Skadden, Kirkland) bill substantially higher and are appropriate for $500M+ transactions, hostile or contested deals, and complex regulated-industry deals.
My company is a Delaware C-corp HQ'd in San Francisco — does that matter for M&A?
Yes, in helpful ways. Delaware incorporation gives you a deep, predictable body of corporate law (DGCL, Court of Chancery jurisprudence) that buyers and counsel know cold, which speeds and de-risks deal negotiation. Most SF M&A counsel structure deals under Delaware law even when both parties operate in California. Some California-specific issues (qualification, sales tax, employment) still apply.
Why do SF tech M&A deals trigger CFIUS more often than other markets?
Because Bay Area targets disproportionately involve critical and emerging technologies (AI, semiconductors, biotech, cybersecurity) and sensitive personal data — the categories that trigger mandatory CFIUS filing for foreign acquirers. Any deal with a non-U.S. acquirer should run CFIUS analysis as soon as the LOI is signed.
What is reps and warranties insurance and do I need it?
RWI is a policy that covers losses arising from breaches of reps and warranties in the purchase agreement. It is now standard in middle-market deals. It lets the seller walk away with a cleaner exit (smaller indemnity escrow, shorter survival period) and the buyer recover from an insurer rather than the seller's principals. SF M&A counsel will know which RWI brokers price most aggressively for your deal type.
What is 280G golden parachute risk in a Bay Area exit?
IRC Section 280G can impose a 20% excise tax on "parachute payments" to officers and significant equity holders if change-in-control payments exceed three times their base compensation. This is a frequent issue for SF founders and early executives whose equity vests at closing. Counsel will run a 280G analysis early and often structure shareholder votes or payment restructuring to avoid the tax.
What happens at an SF M&A closing?
Most modern closings are remote signings rather than in-person. Counsel circulates a closing checklist, parties release signature pages, funds flow through escrow agents, and the parties countersign and date the closing certificate. The lawyer is ensuring every closing condition has been satisfied and every consent obtained before lockup releases. Plan for the closing date to slip 3-10 days from your target.

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