On the role of M&A and transactional lawyer: what is most important for customers?

Having led multiple M&A transactions and IT project negotiations as well as had lengthy discussions with clients representing a variety of industries, I thought that I would share some ideas which, according to my experience, seem to be distinctive features of a good transactional lawyer and what will be required from us lawyers in the future.

It is always a good thing to keep in mind your focus as a lawyer, and a transactional one in particular. As Coates puts it, “[we] advise, negotiate, document and process” and, if possible, we do it in advance by contractual means. The main points:

• In practice, this means advising clients about risks, how, for example, contract law allocates risks, and then modifying the setup to allocate those risks to reflect the requirements of the case.
• There is no such thing as a perfect contract and there are always some risks that are not seen in advance and in some cases the best option is to leave certain risks to be handled by law.
• Moreover, even if you foresee a risk, it might be very simple to allocate it, yet very difficult to enforce, so you need to understand both allocation and enforcement in order to give solid advice.

At its best, a contract is, however, a magnificent tool to add value to the customer and, as Gilson refines it, “what business lawyers do has value only if the transaction on which the lawyer works is more valuable as a result”. Simple and easy to agree. This will be even more so when artificial intelligence will develop and expand to new territories and starts to replace us lawyers in routine document reviews.

The future lawyer must be closer to the business and be truly a trusted advisor of the customer rather than carrying out different independent assignments from client to client. That is our focus at TRUST as well, to be more intensive with our clients and use extra effort to understand their business to show and create measurable value!

Splendid continuation for your spring and happy Easter!

Regards,

Jan