What Does a Deal Lawyer Do?
Updated: May 17
Picking a lawyer to help you with your deal will be one of the most important decisions you make at the beginning of your deal. I'm writing this post to help you understand what a Deal Lawyer can do for you so you can get the most out of your lawyer. A Deal Lawyer fills many roles, including:
Legal Drafting & Reviewing - You will be asked to sign a lot of legal documents when you do your deal. Your Deal Lawyer should draft or review and edit those documents to protect your best interests and to see that the terms of the deal are clearly and accurately articulated. Many people doing their first deals think that this is all the Deal Lawyer does (or should do). You will be putting yourself at a disadvantage if you limit your Deal Lawyer to this role.
Legal Advisor - You should have a lot of questions about your deal and the legal documents. Your Deal Lawyer should answer your questions, explain the terms of the legal documents, and help you structure your deal within the parameters of applicable law to make sure you are getting what you want.
Counselor - You may need help making decisions impacting your deal. Your Deal Lawyer should listen, ask questions, and help you discover your answers. There might not be much legal work involved in this role, but you want to be able to bounce ideas off of someone who has seen a lot of deals to get their perspective and perhaps uncover information that will help you make your decisions.
Negotiator - You will need to negotiate stuff with the other side. Sometimes, you might do that without your lawyer, and other times your lawyer will do it for you (especially if legal terms are being negotiated). Your lawyer should understand negotiation tactics and have experience negotiating deals. If you are negotiating without your lawyer, he or she can suggest strategies and coach you up.
Project Manager - Deals have lots of moving parts. Your Deal Lawyer should know what those parts are. Your Deal Lawyer should keep track of everything that needs to be done and manage the deal so that all those items are accomplished to get you to closing.
Problem-Solver - Deals have a fluid life, with problems arising throughout the process. Your Deal Lawyer should help you identify and then craft solutions to those problems so the deal doesn't die (unless you want it to).
Voice of Experience - I've been doing deals for over 25 years. There is a customary way to do deals. There also are customary and reasonable (and unreasonable) terms and conditions for deals. Your Deal Lawyer should be the repository of deal experience to help set expectations by understanding what is customary and reasonable.
Filter - Not all issues in a deal are equally important. You don't want to spend a lot of time (and legal fees) arguing about or trying to negotiate a deal term that doesn't significantly impact your deal. Your Deal Lawyer can help you prioritize the issues arising in the deal so you can work more efficiently toward closing.
The lawyer you engage to help you with your deal will have a big impact you your deal and your anxiety level. Choosing a lawyer who can fill these roles well should make your deal go smoother.