Mergers and acquisitions are complex legal undertakings—not something an owner can leave to an in-house attorney or an M&A novice. The right attorney can help with sale preparation, ensure deal terms are fair, and prevent last-minute crises such as a property lease that does not transfer to the new owner. Here are 8 questions owners must ask an attorney before putting a company on the market.
- Does the attorney have the right experience? Owners should not hire the cheapest or most familiar lawyer. In most cases, the in-house general legal counsel will lack the experience necessary to oversee the sale. Instead, owners must hire true M&A experts who have seen the myriad ways a sale can go wrong.
- Is this business ready to sell? Some companies are simply not ready to be sold. There may be intellectual property issues, concerns about profitability, or leases and other agreements that cannot transfer to the new owner. Owners must be prepared for the possibility that a company is simply not ready to sell. Sound legal advice can help owners address serious issues before going through the expense and stress of M&A.
- Can the lawyer keep their emotions under control? An in-house attorney may be too loyal to the company or the individuals who run it to look objectively at the business. A good lawyer is one who can tell the owner bad news, give objective insight into the company, and represent the company during negotiations without getting excessively emotional or personally invested.
- Do they know industry norms and terms? A skilled M&A lawyer will know what is standard within the niche they serve, and can help set owner expectations accordingly. Novice attorneys may not know basic deal terminology, and can do immense harm as a result.
- Can the attorney identify how deal terms will affect real people? Legal jargon can be confusing. It is a lawyer’s job to clarify how shifts in deal terms will affect the owner, employees, and other stakeholders.
- Will the owner work with a partner? Highly skilled partners often pitch to businesses, only to offload the work to inexperienced junior associates who still bill a massive sum for their time. Owners must ask who will be working on the project, and how much they will charge for their services.
- What is the lawyer’s goal? A focus on getting the deal done at all costs can erode value and result in a substandard sale. Owners must talk to their attorney about the specific circumstances under which a deal is acceptable, so that the attorney is empowered to alert owners when a deal is not right for their goals.
- What is the expected range of fees? It’s not possible to give a specific price, since changes in the nature and structure of the deal can change the price. But a good lawyer should be able to give an expected price range, offer strategies for reducing expenses, and alert owners when they’re about to exceed their intended budget.