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DEAL ATTORNEYS
Besides dealing with investment bankers, you will also spend a considerable amount of time with attorneys. An M&A transaction involves many types of legal documents: letters of intent, merger agreements, confidentiality agreements, standstill agreements, and so on. And you also want to ensure that you comply with federal and state regulations. If not, the deal could explode. And there could be shareholder lawsuits.
M&A is a specialized field and requires lots of expertise, so select an attorney who specializes in M&A. This might sound obvious, but too commonly companies use their regular corporate attorney for M&A work -- a big mistake.
Some top deal firms include the following:
• Skadden, Arps, Slate Meagher & Flom
• Morgan, Lewis & Bockius
• Latham & Watkins
• Gibson, Dunn & Crutcher
• Brobeck, Phleger & Harrison
If the deal is small -- say, under $50 million -- you don't necessarily need a top-of-the-line firm. Actually, it may be cost prohibitive, and besides, top firms usually stay away from small deals. Also, a large firm is very unlikely to put a top partner on a smaller deal. Rather, junior or associate attorneys will probably deal with you.
So with a good small firm, you are likely to get more attention. But do not select the first one you find. Interview many -- say, seven or more. One way to find a good firm is to research the M&A deals in your industry. Then call the companies involved and see what attorneys they used. Were they satisfied with the services?
At all stages, you need to be up front with your attorneys. They assume you are providing all material information required for the merger. They will then implement the information in the legal documents. If the information turns out to be false, it could result in substantial liability -- and unnecessary legal fees.
