M&A Deals: It Starts with Your Why

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In M&A transactions involving board-level consideration, I often find the most useful insights when I brief management on key issues.

These briefings are opportunities to hear directly from the decision-makers.

During the discussions, I get to see:

• Why they are pursuing the deal

• The rationale for certain commercial terms

• Their competing priorities such as risk versus speed

• The constraints they have

• The level of risk they are prepared to accept

I can draft comprehensive indemnities and conditions precedent. However, if they are not aligned with the client’s commercial objectives and risk appetite, they do little to advance the deal.

Effective M&A advice requires technical expertise, but it also requires understanding how management and boards assess risk commercially.

This post was first posted on LinkedIn in February 2026.

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