CHAPTER 11
Deal Structure and Legal Documentation
ATTORNEY'S ROLE
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.
Table 11.1 Role of the Attorney
| 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: |
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