Field Note · Legal decisions and counsel
How to Hire an M&A Lawyer Who Can Improve the Deal
The right M&A lawyer is not simply the person who can move documents fastest. The lawyer should understand which deal you are trying to reach, which risks change its value, which terms are tradable, and which facts should make you walk away.
A thinking frame by Andrew Moss
The questions I get
Usually some version of these:
- Do we need a large firm for this transaction?
- How do we compare M&A lawyers beyond deal lists?
- Who will actually run diligence and negotiation?
What a lot of people seem to think
Hire the most recognizable firm with the longest transaction list and assume the brand will protect the deal.
How I look at it
Deals run on two clocks. The deal clock rewards speed. The relationship clock determines what survives the closing. I would look for counsel who can manage both, identify the real client, translate legal issues into business choices, and improve the decision rather than just the paper.
Why the decision matters
The cost is rarely confined to the line item.
If the sequence is wrong
The wrong team can miss a value-changing risk, create unnecessary friction, bury judgment in document volume, surprise the client with fees, or push a transaction that no longer serves the objective.
If the sequence is right
Counsel focuses diligence and negotiation on what changes value, control, closing certainty, integration, and the decision to proceed.
How reversible is it?
Low after exclusivity, disclosures, signed documents, public commitments, broken relationships, or closing.
The short answer
The short answer
Define the client and the deal before interviewing firms. Map structure, size, timing, financing, regulatory and specialist needs, business objective, likely complications, working team, decision rights, fee assumptions, and walk-away points.
A useful pictureRun the deal clock and the relationship clock
Moving quickly can protect value. Moving so quickly that nobody can see what must work after closing can destroy it. Good deal counsel knows when each clock should control.
Move fromThe default assumption→Move towardA better decision
The order I would use
Take the right steps in the right order.
- 01
Identify the client
Clarify whether counsel represents the company, buyer, seller, investor, founder, board, or management.
- 02
Map the transaction
State the side, structure, size, financing, industry, timing, approvals, people, and probable complications.
- 03
Match relevant experience
Ask about comparable transactions and the surprises that usually change them.
- 04
Test commercial judgment
Give counsel a real tradeoff and listen for choices, not a recital of every possible risk.
- 05
Meet the working team
Know who negotiates, drafts, manages diligence, coordinates specialists, and responds when timing compresses.
- 06
Map decisions, fees, and walk-away points
Set phases, assumptions, ranges, approvals, escalation, and the facts that should stop or reshape the deal.
Questions worth answering
Before the next irreversible move:
- Which issue could change the value rather than just the wording?
- Who is the client when interests diverge?
- What would make counsel recommend against the deal?
What not to do
What not to do
Hiring only because the firm is famous or knows the counterparty. Accepting a senior pitch with an invisible working team. Letting document velocity substitute for commercial judgment.
Keep the perspective
Keep the perspective
The lawyer should improve the decision, not merely paper it. The best answer is not always more protection. It is the protection that serves the right deal.
The boundary
What still depends on the facts
Representation, conflicts, fiduciary duties, securities regulation, antitrust, tax, employment, intellectual property, approvals, and contract terms depend on the parties, jurisdictions, and transaction.
Independent sources
Useful primary material
These sources support the public frame. They do not replace the private facts or the accountable professional.
Common follow-up questions
Do I need a large law firm for an acquisition?
Not automatically. Match the team to complexity, jurisdiction, specialist needs, stakes, conflicts, and execution capacity.
Can company counsel also represent a founder personally?
Do not assume so. Company and individual interests can diverge, and client identity and conflicts must be addressed expressly.