The Deal Looked Done - Until The Lawyers Got Involved

“We’ve agreed the price.

We’re happy with the deal.

We just need the lawyers to put it into an agreement.”

It sounds simple.

Until the lawyers start looking under the bonnet.

A customer contract may require consent before ownership can change. Important intellectual property may not be properly documented. A key employee may have contractual issues. There may be an unresolved dispute, an unexpected liability or an obligation the buyer simply didn't know about.

None of these issues necessarily kills a deal…But they can change the deal.

The purchase price may need to be renegotiated, the seller may need to address an issue before completion, the buyer may require additional protection, or the structure of the transaction may need to be reconsidered.

And that is where a deal that looked straightforward can suddenly become complicated.

The timing matters

One of the biggest mistakes in a M&A transaction is waiting until the deal is commercially agreed before getting legal input.

By then, the buyer and seller may have become committed to a price and an outcome. Discovering a significant issue at that stage can create unnecessary tension, delay and cost.

Getting the right legal input earlier can make a significant difference.

For a seller, it can mean identifying and fixing potential problems before they become negotiating points.

For a buyer, it can mean understanding the risks they are taking on before committing to the transaction.

In both cases, the objective is the same: to identify the issues that could affect the deal while there is still time to do something about them.

Good M&A advice isn't about finding problems

It is about knowing which problems matter, when they matter, and what can be done about them.

A problem identified early is usually something that can be managed or negotiated. The same problem discovered just before completion can result in delay, additional cost or, in some cases, put the transaction at risk.

The real value of M&A advice is therefore not simply in reviewing documents or identifying risks. It is in understanding the commercial objective and helping the parties navigate the issues that could stand in its way.

The objective isn't simply to get the deal signed.

It is to make sure that the deal you sign delivers what you intended to achieve.