How to Avoid Transactional Pitfalls in Illinois

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• The Role of an M&A Attorney
• The Typical Timeline for M&A Transactions

An Illinois resident preparing to buy or sell a business might not realize how complex a deal can be. Payal Keshvani believes M&A attorneys like herself are invaluable to the process. “I don’t think it is possible to do a transaction without one,” says the partner at Taft Stettinius & Hollister in Chicago.

“You are, as a client, either selling or purchasing an incredibly complex organization. To ensure that that is all transferred over legally—that you don’t either retain liability for pre-closing action or don’t take on liability you don’t want—is incredibly important. We have to draw a line in the sand for a company and figure out who’s responsible for what, and without an M&A attorney, you could get into a mess.”

Steven Shapiro, head of the corporate practice group at Duggan Bertsch in Chicago, says M&A attorneys help companies get both their houses in order: their legal house and business house.

“Sometimes, when you’re working with entrepreneurial companies,” he says, “they haven’t really spent the time to clean stuff up and keep good records and establish good controls, and if companies come to us, we can help them do that in advance.”

The Role of an M&A Attorney

M&A attorneys walk alongside clients every step of the way. They help handle letters of intent, due diligence, agreement negotiation and contract review, and they advise on regulations, tax implications, post-closing matters and more.

“A lot of individuals who aren’t familiar are surprised by how much paper it is,” Keshvani says. “We assist with cleaning up documentation to the extent necessary, uncovering issues that may be happening, and also generally walking through a very nuanced purchase agreement. And if you’re not familiar with a document, there are many ways to get trapped by it that I don’t think individuals who are just reading through it would understand.”

Beyond handling the paperwork, attorneys also protect clients from running afoul of regulatory considerations. “We can avoid legal issues … that, if they’re not attended to, would result in a great deal of cost to the client,” Shapiro says.

The goal for an M&A attorney is to find and solve those problems efficiently.

“We provide a lot of value in very little time on [identifying] some of the bigger issues, because we see them—the red flag is flashing for us, or waiting for us,” says Shapiro, who has worked in mergers and acquisitions for 38 years. “The more subtle issues are a little bit harder to find sometimes and may not be obvious to the people who are your clients, but they usually are very obvious to an experienced M&A lawyer.”

The Typical Timeline for M&A Transactions

Ultimately, the job of the M&A attorney is “to provide the client with the best legal advice to complete the transaction in the most efficient and timely way possible,” Shapiro says.

Each deal is different, but a fast transaction could take 30 to 90 days. Long ones can take more than a year to close. A good approximation is six months, Shapiro says, but it depends on a number of factors.

“Even though the general formulation of the transaction is similar, there are incredible nuances and changes between each and every deal,” Keshvani adds.

During what can be an overwhelming time for clients, attorneys provide support. “An M&A attorney is your therapist, your security guard, a bouncer essentially, letting the real issues through the door and highlighting what you need to pay attention to, as opposed to not pay attention to, and acting as your confidant through it all,” Keshvani says.

Clients have told Keshvani that, during a transaction, their M&A attorney becomes a most popular contact on their phone. “We’re talking to them constantly, trying to understand how to move the transaction forward,” she adds.