Deal Structure and Legal Documentation
A fundamental principle of legal representation in a merger or acquisition transaction is that an attorney involved in the deal does not represent “the deal,” but rather a party participating in the deal, generally the buyer or the seller. The interests of the buyer and the seller are adverse in a merger and acquisition transaction and any legal representation of the deal would result in a conflict of interest. An M&A attorney may not represent more than one party in a deal, specifically in a deal in which the recognized buyer or seller actually consists of multiple parties. In those transactions, a deal attorney may have conflicts of interest among those parties as those parties may have certain interests that are adverse to each other.
|Role as Seller's Attorney||Role as Buyer's Attorney|
|Prepare client for the deal process||Prepare client for the deal process|
|Counsel client on deal points||Counsel client on deal points|
|Assist in preparing the due diligence data room and due diligence review||Conduct legal due diligence and coordinate other due diligence|
|Review, and negotiate transaction documents:||Prepare, review and negotiate transaction documents:|