I was recently reminded of an adage I often repeat.

Your lawyer should have experience closing the type of deal you want to do. Otherwise, you run the risk that your lawyer will miss important details. Not because they are inherently bad at their job, but because M&A is not their job. At best, they will make it harder to close because they are unfamiliar with the process. At worst, they will leave you exposed to unnecessary risks. What reminded me of this adage? I was negotiating a purchase agreement on behalf of a client. The deal involved a large seller note. In the initial draft, I included: - An aggressive offset right, under which my client would have wide leeway to deduct indemnified losses from the note. - Specific seller representations tied to the risks we had uncovered during diligence. When we received comments back from the seller’s lawyer, they were minimal. - He didn’t try to push back against any of our representations. - The offset right went unchanged. One of your jobs as a buyer is to assemble the right deal team, including a suitably experienced lawyer. To do so, you have to be an informed buyer of legal services. A great place to start is by reading my articles at smb-transactions.com. I hope that they help guide you on your ETA journey.