Checklist: Choosing the Right M&A Lawyer

An Owner’s Checklist

1. True M&A Experience (Not Just “Transactional”)

☐ Regularly handles sell-side M&A, not just general corporate work
☐ Experience with deals similar in size and industry
☐ Comfortable with both asset and stock transactions
☐ Has negotiated earn-outs, escrows, seller notes, and rollovers

Founder question:
“How many sell-side deals like mine have you closed in the last 12–24 months?”

2. Understands Risk vs. Deal Momentum

☐ Knows what is market-standard vs. outlier language
☐ Can explain real risk vs. theoretical risk
☐ Doesn’t over-lawyer minor points at the expense of closing
☐ Comfortable prioritizing issues instead of fighting every clause

Founder question:
“Which terms actually matter in deals like this—and which usually don’t?”

3. Clear Communicator (This Matters More Than You Think)

☐ Explains legal terms in plain English
☐ Will tell you implications, not just options
☐ Flags issues early instead of late
☐ Makes you feel more confident—not more confused

Founder question:
“If this goes wrong later, where am I actually exposed?”

4. Collaborative With Your Advisor (Not Competitive)

☐ Works well with your M&A advisor
☐ Respects the deal strategy and process
☐ Raises concerns constructively, not combatively
☐ Understands when to push and when to preserve momentum

Founder question:
“Have you worked on deals with advisors, and how was that experience?”

5. Appropriate Level of Seniority

☐ Senior lawyer actively involved, not just supervising
☐ You know who is drafting, reviewing, and negotiating
☐ Not handed off to junior staff mid-deal

Founder question:
“Who will actually be working on my deal day-to-day?”

6. Transparent Fee Structure

☐ Clear understanding of hourly rates
☐ Realistic estimate of total deal cost
☐ Will flag scope creep early
☐ No surprise billing at critical moments

Founder question:
“Where do legal costs usually spike, and how do we manage that for a deal of my size?”

7. Calm Under Pressure

☐ Doesn’t panic during diligence or re-trade discussions
☐ Provides steady guidance when emotions run high
☐ Helps you slow down instead of rushing decisions

Founder question:
“How do you handle buyer pressure during diligence or re-trades?”

8. Industry Familiarity (Especially in Regulated Sectors)

☐ Understands regulatory, licensing, or compliance realities
☐ Knows where buyers typically focus risk
☐ Can anticipate diligence issues before they arise

Founder question:
“What do buyers in my industry usually push hardest on, and how can I prepare early?”

9. Values Alignment

☐ Respects your definition of success
☐ Understands that this is a once-in-a-lifetime deal for you
☐ Treats the transaction with appropriate gravity

Founder check:
Do I trust this person to protect me when I’m tired?

A good M&A lawyer doesn’t try to win the contract.  They help you live with it.

If your lawyer:

• Explains trade-offs clearly

• Protects you without derailing the deal

• Makes you feel grounded during pressure, then you chose well.