For years I represented big private equity and strategic buyers as their M&A counsel. Lesson #11 from the private equity trenches, make sure your lawyer is giving the right first impression.

If I am seller's counsel, often my first touchpoint with opposing counsel is their markup of my NDA. When I am buyer's counsel (more often) their first impression of me is my markup of their NDA.

We can all agree that while we need NDAs, this document is fairly unimportant and rarely disputed/enforced.

Yet, several times when representing a seller, I sent a middle-of-the-road NDA to the buyer's counsel and I would get back an insanely aggressive, nit-picky, and off-market NDA markup. Sometimes, the buyer was not even aware of his lawyer's markup.

I was shocked that the buyer wanted its first impression to be that they will be difficult to work with on the legal documents.

When the seller is sitting around with their lawyer evaluating offers, you better believe that his lawyer is going to speak up when it comes to that buyer that wasted hours going back and forth on a standard NDA.

Lesson #11 from the private equity trenches that applies to searchers: Make sure your lawyer's first impression is that he/she will be reasonable and easy to deal with.