Lawyers play a critical role in a number of different business transactions. Some lawyers have highly specialized skills in one particular facet of the law, whereas others serve in a more general capacity. Given the complexity and impact of mergers and acquisitions (M&A), there are many lawyers whose practice is entirely devoted to these sorts of deals. It takes a lot of hard work and oversight to ensure that a deal runs smoothly and closes in a timely fashion, so hiring seasoned counsel for M&A is an absolute necessity. Here is what an M&A lawyer will do:
First and foremost, M&A lawyers serve in an advisory capacity. They will assess the state of each company seeking to enter into the transaction to ensure that both are in decent financial standing and have all requisite corporate records in place. As an adviser, they will want to ensure that the company they represent is going to receive the best deal possible, and if they identify red flags, they should provide advice to help decide if it makes sense to pursue the transaction. In addition, as requests are made and different phases of the deal take place, they will keep you apprised of the ongoings, help with weighing any available options, and work to implement any necessary changes.
The lawyers are just one segment of the professionals needed to close an M&A transaction. There are often accountants, bankers, real estate brokers, and various other members who provide specialized professional services that will be needed to get things done. Even though everyone plays a key role in helping move things along, it is generally the M&A counsel who serve as the central point of contact. Virtually every aspect of the deal will go through counsel at some point for their review and approval. Thus, M&A counsel is the mediator in the sense that they serve as an intermediary between their client and the other professionals involved in the arrangement.
A huge component of any lawyer’s job is negotiation. People tend to think that this means lawyers simply try to argue their way to winning, and although arguing is something that most of them do well, negotiating is quite different. It is M&A counsel’s job to ensure that a deal closes as it is supposed to, when it is supposed to, and that all parties are satisfied with the final outcome. To achieve this, the lawyers must negotiate with opposing counsel, as well as all other professionals involved with respect to desired terms, goals, timeframes, and so forth. Granted, most of the negotiation occurs at the outset of the transaction so that the parties are able to strike an agreeable bargain, but the entire process will require negotiation and compromise along the way.
M&A deals require a lot of documentation, such as term sheets, contracts, opinions, letters, registrations, and government applications, among other important written items. The drafting of these key documents also falls under the purview of the M&A attorney. In general, there will not just be one attorney involved in the transaction, but an entire team sometimes from one firm and sometimes from several firms who will work together. Lawyers often engage in a divide and conquer method of getting work done, so there may be a handful of folks specifically tasked with drafting. Of course, the words, grammar, and punctuation are all incredibly important to avoid potential disputes, so most documents will go through multiple rounds of review before being finalized.