Should my M&A lawyer just handle the documents, or lead the negotiation?

Lead the negotiation, in most deals. The value in a sale gets decided on calls, not in markups: the working capital peg, the earnout, escrow and the indemnity cap. The documents record what was agreed. A lawyer who only drafts is writing down terms someone else already gave away. Let your lawyer negotiate, and keep yourself one step removed.

Reviewed November 12, 2026 by Ian R. Cohen

Don't negotiate for yourself. You will mess it up. I don't negotiate for myself, and I'm an actual lawyer.

That is not a knock on owners. It is how leverage works. The person who built the business is the worst person to sit across from the buyer on price, because every concession feels personal and every pause feels like the deal is dying. Buyers know that. Good ones use it.

Where the money actually moves

Most of a deal's value is decided in conversation, not in the purchase agreement. The working capital peg. How the earnout is measured and who controls the metrics after closing. How big the escrow is and how long it sits. Whether the indemnity cap is 10% of the price or all of it. By the time those terms reach a markup, someone has usually already agreed to them on a call.

A lawyer who only handles documents is writing down terms someone else negotiated.

Why the owner should be one step removed

Leverage: when your lawyer pushes back, you keep the room to say "let me think about it." When you push back yourself, you have already answered.
The relationship: in many deals the buyer becomes your boss, your partner or the party paying your earnout. Let your lawyer be the one who says no.
Reps: buyers and their counsel do this every quarter. Most owners do it once.

When documents-only is fine

If the deal is small, the terms are already agreed and the other side is reasonable, a document review can be enough. If an investment banker is running the process, the banker leads on price and the lawyer leads on everything that turns price into cash at closing. Even then, your lawyer should be on the calls with the other side's counsel, not just sending redlines.

Before you hire anyone, ask one question: will you be on the calls with the other side, or just sending markups? The answer tells you what you are buying.

What I do

I lead the negotiation. On sell-side and buy-side deals I run the calls with the other side, its counsel and the banker, from the LOI through closing, and I draft and mark up the documents that come out of those calls. I have 17+ years of legal experience and 500+ closed transactions, in BigLaw at Schulte Roth & Zabel and BakerHostetler and as a General Counsel who hired the bankers and sat across from investors on my own company's deals. You stay in every decision. I take the pushback in the room.

Deal work is billed hourly at $680 to $800 an hour depending on the matter, against a $10,000 retainer. Most full engagements run $25,000 to $50,000, or more, depending on the complexity.

Talk to Ian

Tell me where the deal stands and who is at the table. Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, the same link is the next step.