Questions to Ask When Choosing Deal Counsel

Selecting appropriate legal counsel for your acquisition is a critical decision that can significantly impact transaction outcomes. Experienced deal attorneys bring specialized knowledge to complex negotiations, due diligence processes, and legal documentation that generalists may lack. When preparing to engage legal representation for your buy-side M&A transaction, asking targeted questions helps ensure alignment with your specific needs, whether you’re operating a search fund, managing a holding company, or pursuing your first business acquisition. These questions are designed to help you evaluate potential deal counsel’s expertise, experience, and compatibility with your transaction goals.

Essential Questions for Vetting Deal Counsel

Expertise & Specialization

1. What percentage of your practice is dedicated to M&A transactions, and do you focus primarily on buy-side representation, sell-side representation, or both?
2. What transaction value range do you typically handle, and how many deals in our target range ($X-Y million) have you closed in the past three years?
3. What experience do you have with SBA-financed acquisitions, including familiarity with SBA lending requirements and documentation?
4. How many small business acquisitions (under $10M) have you successfully closed, and what industries were represented in those transactions?
   

Reputation & Results

5. Can you provide references from recent buy-side clients with similar transaction profiles to ours, or testimonials addressing specific challenges you helped overcome?
6. How would you characterize your negotiation approach when drafting and reviewing transaction documents? How do you balance protecting client interests with maintaining productive deal momentum?
   

   Resources & Support
   
   

7. What specialist network do you maintain for addressing transaction-specific matters (IP, environmental, real estate, employment, tax planning), and how are these resources typically engaged?

8. What is your typical communication process with clients throughout a transaction? Do you provide regular updates or primarily respond to inquiries?
9. What is your standard response timeframe for time-sensitive matters versus routine questions, and how do you manage availability during critical transaction phases?
10. Can you describe your current workload and team structure? How many active transactions are you personally managing, and what resources would be allocated to our deal?
11. If a transaction fails to close, what is your approach to fee structures and continued support for identifying alternative opportunities?

The attorney you select will function as a key advisor throughout your acquisition process. By thoroughly assessing potential counsel using these questions, you’ll gain valuable insight into their relevant experience, communication approach, and capacity to handle your transaction effectively. While specialized M&A attorneys often command higher rates than general business lawyers, their efficiency and expertise in identifying issues before they become problems can provide substantial value. Consider these questions as a starting framework, adding specifics relevant to your particular situation or industry. Taking a methodical approach to selecting deal counsel now contributes significantly to transaction success and helps establish a productive professional relationship for current and future acquisition activities. 

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