The M&A lawyer therefore occupies a pivotal position at the intersection of law, finance and business: protecting the client’s interests, navigating legal and regulatory complexity, and helping the parties move the transaction from commercial intent to completion. Unlike litigation or arbitration, where the process is inherently adversarial and may produce a clear winner and loser, an M&A transaction is ordinarily pursued because the parties share an interest in achieving a negotiated outcome. Clients accordingly expect their advisers to protect their respective positions while working constructively towards closing the deal.

By the time clients engage transaction counsel, they have usually settled the broad commercial objective, even if the structure, allocation of risk and route to completion remain unresolved. Our first responsibility is to listen carefully; to understand what the client is trying to achieve, what matters most to the business and where the genuine legal and execution risks lie. That understanding should shape the structure, due diligence, negotiations, conditions to completion and the solutions we propose.

An effective transactional lawyer is neither a passive documenter nor an unnecessary obstacle. The role is to identify and manage risk, exercise judgment and help the parties reach a legally sound and commercially workable outcome. Facilitation does not mean guaranteeing that every deal will close; it means giving a viable deal the best prospect of successful execution without compromising the client’s
interests, the law or our professional obligations.

Deal structure:translating commercial intentinto an executable transaction

One of the M&A lawyer’s earliest and most consequential responsibilities is to help translate the client’s commercial objective into an executable transaction structure. The choice between a share acquisition, an asset acquisition, a merger or another form of business combination affects the liabilities assumed, tax treatment, regulatory approvals, third-party consent, financing requirements and the mechanics and timing of completion. The lawyer should therefore test each available structure against the client’s objectives, risk appetite and implementation constraints, rather than approach structuring as a purely legal exercise.

This is a practical point of facilitation. A legally available structure may still be commercially unsuitable if it creates avoidable tax leakage, requires consent that cannot be obtained within the transaction timetable, leaves material assets or licences behind, or does not align with the proposed financing. Effective counsel identifies these issues early, works with the client’s financial, tax and technical advisers, and presents workable alternatives with their respective implications. The objective is not merely to identify why a
proposed structure may fail, but to help design a lawful and commercially credible route to completion.

The work is rarely undertaken by lawyers in isolation. A sound structure often emerges from early conversations with the client’s management team and its financial, tax, technical and regulatory advisers. Each brings a different perspective on value, risk and implementation. The lawyer’s role is to connect those perspectives, identify where they affect the legal architecture of the deal and help the wider team settle on a structure that makes commercial sense and can be implemented in practice.

Due diligence:turning findings into deal solutions

Once the proposed structure is understood, due diligence provides the principal means of testing the assumptions on which the transaction rests. Its scope may be legal, financial, tax, commercial, operational or technical, and may be undertaken by a purchaser, vendor, financier or in contemplation of a public offering. Legal due diligence ordinarily examines the target’s ownership and corporate history, governance,
regulatory compliance, material contracts, financing arrangements, litigation, employment, intellectual property and technology, data protection, assets and environmental, social and governance matters. The exercise should, however, be proportionate. Its scope and materiality thresholds should reflect the target’s business, the transaction structure, the value of the deal and the issues that matter most to the client.

The practical value of due diligence lies not in the volume of information reviewed or the length of the report, but in connecting each material finding to its impact on the deal. Counsel should distinguish between matters that prevent the transaction from proceeding, matters that must be resolved before completion, and risks that can be allocated or managed through price adjustments, conditions precedent, warranties, indemnities, covenants, escrow arrangements or post-completion undertakings. A useful due diligence report therefore explains the issue, its legal and commercial significance, and the recommended course of action. It should enable the client to make an informed decision and provide a clear roadmap for negotiation and completion.

Identifying risk is essential … but it is only part of the assignment. The most valuable contribution is to sit with the client and place each finding in context.

A recurring difficulty is that advisers can become absorbed in creating a list of red flags without sufficiently distinguishing their materiality or explaining how they can be addressed. Identifying risk is essential, particularly for an acquirer or investor, but it is only part of the assignment. The most valuable contribution is to sit with the client and place each finding in context: does it affect title, value, control or the ability to operate the business? Can it be rectified within the transaction timetable? Should it alter the price or risk allocation? Can completion proceed with appropriate protection? Those conversations help the client make informed choices and enable counsel to protect the client without losing sight of the commercial objective of closing a viable deal.

Facilitation, notfrustration

Facilitating a transaction does not mean diluting legal standards, overlooking risk or yielding a point that matters to the client. It means applying legal judgment in a way that protects the client while keeping a viable deal capable of completion. The best transactional lawyers are firm on matters of substance but practical on process. They distinguish between a genuine deal risk and an issue that can be resolved through better information, sensible drafting, an agreed rectification step or additional time. That distinction is often what keeps a transaction moving.

This approach also requires constructive engagement with counsel on the other side and respect for the roles of the other advisers involved. Cooperation is not a concession. Each adviser remains responsible for advancing and protecting their own client’s position. It may, however, be entirely appropriate to agree a realistic extension for a required filing, coordinate an engagement with a regulator or work together on the steps needed to cure an identified defect. Often, a direct conversation between counsel will resolve more than another round of marked-up documents.

Where an issue is capable of resolution, our contribution should extend beyond pointing it out to helping establish a clear, lawful and time-bound path to resolve it.

A N E X A M P L E

Consider, for example, a share acquisition in which due diligence reveals an apparent inconsistency in the target’s shareholding records. The acquirer’s counsel must identify the risk and explain its implications for title and completion. The next step should ordinarily be to raise the findings directly with the vendor’s counsel, who may hold information that explains the filing history or be able to procure the missing evidence. If rectification is required, counsel can agree to the necessary documents, responsibility for the filings, a realistic timetable and any interim protection required in the transaction documents. This does not shift the vendor’s responsibility to the acquirer. It gives both clients clarity on the risk and the solution, avoids unnecessary delay and allows the parties to proceed on an agreed basis

F R O M P R A C T I C E

Hima Cement Limited: sale ofthe entire equity interest

I saw the value of this approach first-hand when we advised Hima Cement Limited, a leading cement manufacturer in East Africa, on the USD 120 million sale and transfer of its entire equity interest to the purchaser. Our work included negotiating the principal transaction documents, including the share purchase agreement, supporting the preparation of the vendor’s data room, drafting ancillary transaction documents, securing the approvals required from Uganda’s Ministry of Energy and Mineral Development and engaging with other relevant industry stakeholders on the transfer of licences and supporting the transaction through completion.

Along the way, anomalies at the companies registry and the requirements for transferring the licences presented practical issues that contractual drafting alone could not solve. Progress depended on people working together: our client’s team, counsel on both sides, registry officials, the regulator and the relevant industry stakeholders. We worked closely with them to agree the rectification steps, coordinate the regulatory process and keep the transaction moving.

For me, the experience was a valuable reminder that effective deal facilitation does not require a lawyer to lower legal standards or compromise the client’s position. It calls for sound judgment, professional trust and a willingness to work through genuine obstacles until a lawful and commercially workable solution is found.

Drafting and negotiation

The same balance should be evident in the drafting and negotiation of the transaction documents, which remain at the heart of the M&A lawyer’s role. The documents must protect the client’s legitimate interests, allocate risk clearly and provide a practical route to completion, while remaining consistent with applicable law and professional obligations.

In my experience, the strongest drafting is not necessarily the most aggressive. It is drafting that reflects what genuinely matters to the client, is firm where protection is required and pragmatic where an issue can be resolved without undermining the bargain. Negotiation is ultimately a conversation between people with different responsibilities but a shared need for clarity. We are retained to advance our clients’ interests, but always within the boundaries of the law, our ethical duties and the integrity expected of the profession.

Ultimately, transactional practice is an exercise in judgment and relationships. Our clients rightly expect us to champion their interests, anticipate risk and help them reach completion efficiently. They should also expect us to listen, to explain difficult issues clearly and to be candid about what the law permits. Equally, we should be fair in our dealings with counterparties and mindful of the wider responsibilities that come with being a lawyer.

Clear communication, careful management of conflicts and a steady focus on legal and ethical boundaries are not obstacles to getting the deal done; they are part of doing it well. The transactional lawyers who leave the strongest impression are those who combine commercial drive with integrity and humanity while building the trust and professional relationships on which future transactions often depend.