Why You Should Hire an M&A Lawyer (and Not Just Rely on Your General Corporate Counsel)
When it comes to selling your company or raising a major round of funding, there’s one thing founders often underestimate: the importance of having the right legal partner at the table. Sure, your general corporate counsel might be fantastic at day-to-day matters like drafting employment agreements, handling vendor contracts, or setting up equity plans. But M&A is a whole different ball game that requires deep domain expertise. Below are some reasons why an M&A specialist is so important.
They Understand Where the Fine Print Economic Pitfalls Are
M&A lawyers live and breathe the complex financial clauses that show up in term sheets and stock purchase agreements. These aren’t just “boilerplate” details these are often bespoke clauses that can be the difference between an incredible exit and a mediocre one. Clauses around purchase price adjustments, earnouts, indemnities, or escrows may register as boring, rote legalese but they can swing the economics of a deal by millions. A generalist simply doesn’t have the same depth of experience spotting these traps (or opportunities to capture incremental value).
Beyond the Numbers…Governance Matters Too
An M&A attorney understands a deal is more than just quantitative…governance has a massive impact too. An M&A attorney will have experience negotiating various governance facets such as board composition, voting rights, veto powers, protective provisions and more. These are areas where sloppy legal work can result in massive headaches post-close. It’s vitally important your legal counsel has an adept understanding of where the various tripwires are.
Firepower During Due Diligence
Legal due diligence during the post-LOI exclusivity period can be one of the more stressful areas for founders who are accustomed to running mean and lean without keeping stringent tabs on various customer and vendor contracts, employee agreements, and general corporate documents. A good M&A attorney doesn’t just passively facilitate request lists; instead, they’re someone that can help quarterback the legal due diligence process, helping your team respond thoughtfully and strategically. The result? You look more polished, confident, and buttoned-up thereby avoiding protracted diligence and speeding up the transaction close.
They Prevent You From Being Outgunned
Here’s the unfortunate truth: the investors or buyers you’re negotiating with will definitely have aggressive M&A specialists on their side. If you show up with only a general corporate counsel, you’re at an automatic disadvantage. It’s a bit like walking into a heavyweight fight without a trainer in your corner. If nothing else an M&A lawyer acts as insurance against the other side’s counsel feeling like they have license to usurp their authority to drive off-market deal terms.
The Closer
Deals almost never sail smoothly across the finish line. The final stages are often tense, stressful, and filled with sticky negotiating points. This is where a great M&A lawyer shines. They’re not just legal technicians, they’re also problem-solvers who can find creative compromises to bridge last-minute “bid-ask” spreads. Think of them like the closer in baseball: when the pressure is highest and everything’s on the line, they step in to lock down the win.
The Bottom Line
Selling your company or raising capital is too high-stakes to gamble on a generalist attorney. With an experienced M&A lawyer by your side, you’ll have the expertise, leverage, and creative edge you need to walk away with the best possible outcome. We’re more than happy to introduce you to a few firms we hold in high regard to start figuring out the right fit.
