The second thing is, does the lawyer know the industry? There are a lot of subtleties among transactions and some knowledge and experience within the industry is always a plus. It’s maybe not completely dispositive. Sometimes it creates conflicts of interest but it’s certainly benefitial to have knowledge in the industry.
Third, what does the lawyer know about the business of business? You can look at the M&A lawyer as the creator of paper work, or you can look at the M&A lawyer as somebody that is really going to be one of the key strategic advisors on the deal. Naturally, we prefer the latter if possible and so part of the interview and selection process should always be what other value will the M&A lawyer bring to the table beyond good documents because in some ways, good documents and even some degree of experience is a bit of a commodity.
The fourth element I would add is a degree of pragmatism. I come into the transaction and I think, "How do I help the client meet its objectives?" Some people come into the transaction and think, "How do I look good by derailing this transaction?" I’ve never thought that way. My brain doesn’t even work that way. I mean, I want to help the client meet its business objectives. Now, if meeting the business objectives means that the client shouldn’t do the deal, then that’s fine and, then I will be a deal breaker, but you’ve got to come into it with a deal maker mindset that the client has chosen to do this, as long as the business premises of the transaction have been tested and confirmed.
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Written by Andrew J. Sherman
Andrew J. Sherman is a Partner in the Corporate Department of Seyfarth Shaw LLP