When I was a younger lawyer, the partner I worked for assigned me to be the lead lawyer on my first M&A deal. We were representing the retiring sellers of an agribusiness. The purchase price was about $10 million. This was considered a small deal for the big law firm I worked for, so it was a great opportunity to give a young lawyer some training and experience.
Here are 3 things I learned while leading that asset sale:
An M&A lawyer needs to be a good project manager. Leading a deal is as much about project management as it is about practicing law. There were 100s of moving parts to the deal. I had to keep track of them, schedule the timing of completion, and see that the work on each item was properly completed. Successful project management helps the client understand and be comfortable with the deal process and minimizes surprises. Failure to manage the project can slow down or even hurt the deal.
An M&A lawyer needs to be able to filter and rank issues. The lawyers for the buyer regarded every issue with equal weight and importance. Frankly, many of the battles they fought over contract language and issues were a waste of time and their client's money because my legal team was able to explain to our client why those issues were not significant in the grand scheme of the transaction. Being able to filter and rank issues helped our legal team negotiate reasonable agreements and get our client to closing.
An M&A lawyer needs to be adaptable. Even though hundreds of pages of legal documents were negotiated and drafted before the buyer and seller came to the closing table, there were still outstanding legal issues that arose during closing that needed immediate resolution. This particular closing lasted several days, and closing was suspended from time to time so the lawyers and their clients could retreat to separate rooms in order to resolve lingering or new legal issues. Open issues just before or at closing can produce a lot of anxiety for a client because they might feel the deal is coming apart or might not close - they feel the pressure of an imminent all-or-nothing deadline. It's the M&A lawyer's role not only to resolve these issues, but also to reassure and provide confidence to a client.
I learned many other skills while leading my first M&A deal, but these are the ones that impressed me the most. More than 25 years later, these basic lessons continue to shape the way I approach and handle M&A deals.