Things I need to know about a lawyer before partnering with them on the buy side

August 20, 2025

by a searcher from The University of Michigan - Stephen M. Ross School of Business in Ann Arbor, MI, USA

Hi searchers! I would greatly appreciate some suggestions on how you decided to work with your legal partner during your acquisition process, specifically regarding the LOI, non-compete, and closing documents, among others. I am a self-funded searcher, and I am very mindful of my expenses, as you would expect. Price/quality of service value is top of mind; therefore, any advice in this area is welcome. Cheers

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Reply by an investor
from McGill University in San Diego, CA, USA

A lot of good answers thus far! I just finished reading Joel Ankney's fantastic book: Here's the Deal: Everything You Wish a Lawyer Would Tell You About Buying a Small Business. The book goes through everything a lawyer will do for their client to close a deal. I highly recommend it Here's a good quote from the book: "you should make sure you hire a business lawyer, not a trial lawyer—there is a difference. Trial lawyers are good for lawsuits, but their adversarial approach to resolving disputes usually harms a business deal. In addition, their lack of regular experiences with negotiating and closing business deals usually means they are not good at spotting risks and issues involved in deals. They won’t be able to filter or prioritize issues because they don’t understand what is customary and reasonable. If I learn that a trial attorney is involved in a deal, red flags go up, and I anticipate a difficult negotiation, poorly drafted documents that will require lots of re-drafting, and unproductive gamesmanship". to that last point, you not only need to find a lawyer that knows the ins and outs of an M&A transaction in the LMM, but one that has experience dealing with difficult people (and can still close deals), inexperienced lawyers (and can still close deals), volatile sellers (and can still close deals), etc. Best of luck!

Reply by a searcher
in Austin, TX, USA

Hi Roxana, there are a few ways to address this. One approach is to offer a well-qualified attorney a small percentage of equity (1%-2% vested) so that they receive value for their efforts, rather than charging a fee. However, most of the time, receiving equity will put them in conflict with drafting documents, but it's something worth discussing. Second is a non-traditional fee agreement. These come in many shapes and sizes. For example, no retainer, and no up-front fees until the deal closes or you have sufficient cash flow. Along with that is usually a discount on deals that fail to close, but a small premium on the ones that do. This pushes your bill down the road, conserving your resources and giving you the best chance to make an acquisition. Also, feel free to get creative when interviewing different attorneys. You never know until you ask. Anything is possible if both parties agree (within legal limits, of course).

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