Choosing M&A Counsel: How to Evaluate Fit Before the Stakes Are High

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By PAGE Editor

The “best” firm is the one that fits the deal

Some firms are excellent at massive, multi-jurisdiction deals with armies of specialists. Some are excellent at founder-led sales where speed, clarity, and practicality matter. The wrong match can feel like death by memo. Or worse, like preventable missed risks.

So how do you evaluate fit without turning it into a beauty contest?

Start with the deal’s real constraints:

• Is the timeline aggressive?

• Is the target regulated?

• Is there financing involved?

• Is this an asset sale or stock sale?

• Is management staying or leaving?

• Are there earnouts or rollover equity?

• Is this cross-border?

• Is IP a core asset?

The answers shape what kind of legal team makes sense.

Questions that reveal competence fast

Instead of asking “Have you done deals like this?” ask:

• What parts of diligence tend to derail deals in this industry?

• What clauses cause the most post-close disputes?

• How do you handle indemnity caps and baskets in practice?

• What’s the approach to reps and warranties insurance if it fits?

• How do you keep the process moving without missing landmines?

• Who actually drafts, negotiates, and shows up on calls?

Because sometimes the partner sells the relationship and disappears. Sometimes a senior associate runs the show brilliantly. Clarity matters.

If you want a simple framework for what the firm relationship typically looks like during a transaction, including cadence, responsibilities, and how deal momentum is protected, a useful reference is M&A Law Firm as a general lens for the scope of services and deal support.

The hidden value: preventing “future you” problems

A strong M&A team thinks beyond closing day. They push to define post-close working realities:

• Transition services, if systems need time to separate

• Non-competes and non-solicits that are enforceable

• IP assignment and moral rights issues if creators are involved

• Employee retention structures and benefit transitions

• Dispute resolution mechanisms that don’t set money on fire later

It’s not glamorous. It’s what keeps a deal from becoming a slow-motion feud.

For a complementary business-side read that fits the integration and transition theme, this guide on managing a business during an absorption or merger drops into the conversation naturally, especially around communication and operational alignment.

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