Reading the Deal Signals - What Buyer Counsel Selection May Reveal

Last year we were three weeks into a deal when the buyer’s first markup landed. The email came from a partner at one of the top five M&A practices in the country. Thirty-seven pages of comments. Representation language our seller had never seen before. Our client called us that evening: “I thought this was a friendly acquisition. What happened?”

Nothing happened. The buyer just hired sharp lawyers. And that one data point, a name in an email signature, told us more about the next ninety days than anything the buyer’s CEO had said over lunch.

The firm a buyer hires for your exit is worth noticing. Not because it predicts everything. It doesn’t. But because it tells you something about the gear the other side is bringing, and whether your team is ready for it.

What You Can (and Can’t) Learn From the Other Side’s Lawyers

The legal team a buyer puts together reflects how they’re thinking about your sale. Not perfectly. Not always intentionally. But the signal is there if you know what to look for.

A regional shop known for smooth closings and a national practice with a reputation for redlining every exhibit are going to create different experiences for you. That said, the individual attorney across the table matters more than the letterhead. We’ve seen aggressive negotiators at friendly firms and easygoing partners at practices known for hardball. The name on the door sets the range. The person in the chair determines where in that range you land.

If you’re facing a practice with deep experience, your own legal team needs to match that level of preparation. Not the same prestige, but enough competence to hold the line on the issues that matter. (We watched a seller lose $400,000 in escrow concessions because their attorney had never seen a basket-and-cap structure before. The other side’s team ran the table.)

The firm choice can also hint at how the buyer sees your sale’s complexity. Industry-specialist lawyers suggest the buyer understands the risks specific to your business. A generalist handling a complicated acquisition might mean the buyer is underestimating what’s ahead, or it might mean they have a trusted relationship that predates the process. You won’t always know which.

What the Firm Name Tells You

National Practices

When a buyer brings in a name that shows up regularly in closing announcements, you can assume a few things. They’ve done this before, or they’re working with people who have. They’ll expect polished documentation and tight process. Purchase agreements will run longer, reps will be more detailed, and markups will move faster because their team already knows what they want.

But national-practice engagement also happens for boring reasons. The buyer’s CFO went to law school with a partner there. The shop handled their lease negotiation last year. Not everything is a signal.

The practical takeaway: make sure your lawyers can play at the level the sale requires. A $6M acquisition with a national practice across the table doesn’t need another one on your side. It needs a lawyer who won’t flinch at a thirty-page markup.

Regional Deal Firms

Regional firms with M&A groups handle the bulk of middle-market work in the $2M-$20M range. They combine real experience with fee structures that make sense for the size of the sale. A buyer engaging one of these is probably being smart about it: experienced lawyers, reasonable costs, less red tape.

Expect a more straightforward negotiation. Less ceremony, though not necessarily less rigor.

General Practice Attorneys

This is where the read gets harder. Some general practitioners handle acquisitions competently, especially in smaller markets where specialized lawyers aren’t available locally. Others are learning on the job at your expense.

Forget the firm type. Pay attention to what happens once the work starts. Unfamiliarity with standard structures. Long gaps between document exchanges. Positions on routine terms that suggest the attorney is encountering them for the first time. Those are the red flags. The firm’s website isn’t.

Who They Put on Your Deal

When They Assign a Senior Partner

A senior partner running your sale usually means the buyer considers it a priority. Experienced partners negotiate more efficiently. They’ve seen enough closings to know which issues are worth fighting over. Faster process, less wasted energy on both sides.

The catch: some partners maintain the client relationship but hand the actual work to associates. You’ll find out which scenario you’re in when the first markup arrives. If a third-year associate’s name is on the redline, that’s your answer.

When the Team Skews Junior

Associate-heavy teams aren’t automatically a problem. Many associates handle transactions well. But they sometimes lack the judgment to separate real issues from theoretical ones, which leads to longer markup rounds and positions that a more experienced attorney wouldn’t bother taking.

Last spring, a buyer’s associate flagged twenty-two comments on a standard employment section. Our client’s lawyer, a partner with twenty years of experience, called the buyer’s partner directly. “Your team raised twenty-two points on a section we’ve closed identically in the last four transactions we’ve done together.” Fourteen of those comments disappeared overnight. That’s what experience buys you.

The Attorney’s Reputation

Individual reputation predicts negotiation style more reliably than the firm’s. An aggressive negotiator at a friendly firm will still negotiate aggressively. Ask your own lawyers what they know about the specific attorneys on the other side. Lawyers talk. The M&A bar in most markets is small enough that reputations travel.

This takes time, though. Budget a week or two for your legal team to make calls, and don’t expect a complete picture. Sometimes all you’ll get is “never heard of them,” and that’s fine too. (One attorney we checked on had zero reputation in our network. Turned out he’d spent fifteen years doing deals in a different state and was one of the sharpest negotiators we’d faced.)

When They Brought In the Lawyers

Early Engagement

Buyers who bring in lawyers early, during initial diligence or before the LOI is signed, are usually serious. They want their legal team shaping the process from the start, catching problems before positions harden. Good sign. It means the buyer respects what they’re getting into.

The exception: first-time buyers who hire lawyers early because they’re nervous and don’t know how to proceed on their own. You’ll figure out which one you’re dealing with when you see their first round of questions. A sophisticated buyer’s counsel asks about reps and indemnification. A nervous buyer’s counsel asks about everything.

Late Engagement

A buyer who brings lawyers in late might be perfectly capable. Repeat buyers often handle the early phases on their own. Cost-conscious buyers wait to minimize fees. And some just didn’t realize they needed help until the LOI got complicated.

The worst combination is inexperienced lawyers engaged late. They’re behind from day one, discovering issues the buyer should have anticipated weeks ago. We’ve seen that combination add forty-five days to a closing timeline. It’s killed more deals than any single contract dispute.

What to Do With This Information

When Your Buyer Hired Experienced Deal Lawyers

Make sure your own team can hold the line. You don’t need a matching pedigree. You need lawyers who won’t get outmaneuvered on the terms that affect your payout. If your current lawyer knows your business inside and out and has closed a dozen transactions, that’s enough.

But don’t swap legal teams mid-process just because the other side’s firm is bigger. Changing lawyers during a live sale creates gaps in knowledge, delays in response times, and confusion about who’s responsible for what. If you’re going to make a change, make it before the LOI is signed.

When the Other Side’s Lawyers Are Less Experienced

This sounds like it should be easy. It’s not. Less experienced opposing lawyers can slow things down through endless back-and-forth on paperwork, impractical positions, and a failure to manage their own client’s expectations.

“We had a closing drag out six extra weeks,” one of our partners recalls, “because the buyer’s attorney kept sending us the same comments we’d already addressed. Three rounds of the same redline.”

Your team needs patience. Maybe a willingness to pick up the phone and walk them through standard terms rather than trading markups until everyone’s exhausted.

When You’re Not Sure It’s Worth Analyzing

For sales under $5M with straightforward structures, don’t overthink this. Spend your time preparing clean financials, organizing your data room, and making sure your own team has its act together. That work moves the needle more than researching whoever’s across the table.

For larger or more complex exits, 10-15 hours across your team is a reasonable investment in understanding what you’re facing. More than that and you’re probably putting too much weight on a signal that’s useful but not decisive. We’re not always right on these reads, honestly. We’ve been surprised by aggressive negotiators at easygoing firms and smooth closings with lawyers we expected to grind us.

Two closings, same quarter last year. One buyer hired a regional firm we’d worked with before. We knew they played fair. The other buyer brought in a national practice with a reputation for grinding every point. The regional firm’s sale took four months and three rounds of escalation. The national practice’s closing wrapped in six weeks, clean, because the partner running it had done enough exits to know what was reasonable.

Same quarter. Opposite of what we expected. That’s the limitation of reading too much into a name on a letterhead. The information is worth having. Just hold it loosely.