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.