Spend the Ten Weeks on What Matters

The Coordination Series · Part 5 of 5

Most of the advisors in this series do their best work years before the letter of intent (LOI) is signed. M&A counsel is the exception. They usually come in for the LOI negotiation and stay through closing, a stretch of roughly ten weeks when the deal gets documented and confirmatory diligence wraps up. An owner who has spent years assembling a CPA, an estate attorney, and a tax and wealth advisor can’t treat the legal side of closing as a formality. It isn’t, and the wrong attorney at this stage can stall a deal that took years to set up.

Two Attorneys, Ten Weeks:

Consider two attorneys. The first may be an excellent corporate counsel, advising the owner on regulatory compliance or subsidiary formations, but doesn’t do enough M&A deals to know which terms are market and which carry real risk. So on the indemnification cap, the escrow period, and the working capital methodology, the attorney settles for “market-standard” language in the LOI. Then the buyer’s first draft of the purchase agreement defines “market” differently than the attorney assumed, and those same points come back marked up and flagged as deal-breakers. The buyer’s counsel starts to wonder what else will be contested. Weeks are lost arguing over points that should have been settled in the LOI, a deal that should have closed cleanly starts to feel harder than it needs to be, and every unnecessary negotiating point adds to the legal bill.

The second attorney has seen the same indemnification cap, escrow period, and working capital methodology dozens of times. In this deal, they made sure the key points were addressed in the LOI. “Market standard” wasn’t left to guesswork. They know which terms matter most to the owner and push hard on those, while conceding the ones that don’t. They’re problem solvers, not problem spotters. When something unexpected comes up, they come ready with solutions. This attorney keeps the deal on schedule, mitigates post-closing risk for the owner, and avoids unnecessary legal fees.

The Real Value of M&A Counsel

The job isn’t knowing the owner’s business for years. It’s having the foresight and confidence to tell an owner it’s worth taking the time to pin down key deal points in the LOI before signing it. When the first draft of the purchase agreement arrives, it’s knowing the difference between a deal term that’s an overreach by the buyer and one that only looks that way. It’s taking the time to read critical customer contracts and recognizing that, with this specific deal structure, the assignment language the buyer is requesting may only require notification. That judgment comes from years of M&A experience, ideally in the owner’s industry.

As an M&A advisor, BPCA has worked with many attorneys, and the best ones know which points are worth fighting for. We’ve also learned that personality fit and communication style can be just as important as industry experience, if not more so. If the role of M&A counsel is unfilled going into a transaction, we can make introductions so the owner can get comfortable with an attorney months before offers are on the table. From the LOI stage through closing, we work with the owner and counsel to stay aligned on the deal points that matter most. Our goal during that final stretch is to protect what the CPA, the estate attorney, and the tax and wealth advisor spent years getting right.

That’s the whole team: the CPA, the estate attorney, the tax & wealth advisor, and M&A counsel, with BPCA working alongside them. Owners get the best results when their advisors are talking to each other before a buyer ever appears. Whether a sale is years or months away, the clock on getting ready is already running, and we’ll join that conversation whenever the owner is ready.