The Attorney Can Kill Your Deal: What an M&A Attorney Really Does When You Sell
- The takeaway: You cannot close a business sale without an M&A attorney, but the wrong one can drive owners apart, bury the deal in redlines, or quietly take control of it.
- The test: Ask whether your attorney is a deal maker or a deal breaker. The first marked-up LOI usually tells you.
- The playbook: Structure partnerships and incentives right the first time, use AI to understand your deal rather than to run it, and pair the legal hammer with the human side of your business.
Every owner who has thought about selling has heard the horror stories about attorneys. On this episode of the CEO Roundtable, Sam Taggart and JD Beck sat down with M&A attorney Mick McGirr, who works with Forge Strategic Equity on its roofing roll-up, to talk about the other side of that story.
Sam put the core truth plainly at the top of the show: you're never going to get a deal done without an attorney, because they have to draft the docs and play defense and offense. The real question for any home service owner preparing to sell is not whether you need legal help. It is whether the attorney you hire will get your deal across the table or blow it up.
Why You Cannot Sell a Business Without an M&A Attorney
Sam opened with a story about a seller's attorney who killed a deal. The owners joining the roll-up hired an attorney who kept telling them "don't do this, don't do this." The owners wanted to move forward, but the attorney took the wheel.
Sam Taggart: Eventually she basically became the CEO of the roll-up. Like she had all control.
According to Sam, the attorney told the owners not to talk to him at all, and she kept them from communicating for about five weeks. When one of them finally picked up, the message was simple: "hey, we've been advised not to talk to you." As Sam put it, "we're not in a civil case right now."
That is the extreme version of a problem every seller should watch for. Your attorney should protect you, not replace you as the decision maker.
Meet Mick McGirr: An M&A Attorney Who Has Also Been Acquired
Mick has been practicing law since around 2012. He started with general counsel work for businesses, and starting around 2016 through 2018 those clients began getting approached about selling. He estimates he is "right around 750 million in transactions" since 2020, on deals ranging from a $1.2 million sale of a business to a son up to a couple approaching a quarter billion, on both the buy side and the sell side.
His firm, Focus Law, sits inside a group that also includes tax and accounting, financial, and insurance, so advice does not get lost passing between separate advisors. Sam said that is exactly what Forge is dealing with, because its roll-up is unconventional: not a traditional equity deal, with no cash exchanged, which raises serious tax questions.
Mick also recently went through his own acquisition. His companies were approached about a year before the interview, they signed on April 2nd, and the financial and insurance businesses closed. The law firm can only close once the Arizona Supreme Court approves its structure under a 2021 Arizona law allowing non-attorney ownership of law firms.
Mick McGirr: Now I've been through it and I understand that the five requests that I see are five of the 500 requests that came across.
He said going through it himself "really has changed... my bedside manner as we go through transactions." For a seller, that empathy matters. Due diligence piles up while you are still running your company.
Deal Makers vs. Deal Breakers: How to Judge Your Attorney
Mick said that in every transaction, and not just among attorneys, there are people who are "either deal makers or deal breakers." His job is to get his clients the most protection possible within the terms they want. But he was clear that there is a cooperative way to do that and a combative way to do it.
The combative version often comes from attorneys "who believe that they're just getting paid by the hour and so the more hours they can bill, the better off they are." In practice, the first draft of the purchase agreement comes back with every line redlined.
Mick McGirr: There's a healthy portion of transactional attorneys who believe that the more red that they put on a document before they send it back across, the better they've done their job.
Mick acknowledged some redlines are strategic trade bait. But when an agreement comes back drowning in red, "now my guard is up," and both sides spend time protecting themselves instead of closing.
Watch the LOI Stage
Mick's early warning sign is the letter of intent. If your attorney marks up the LOI and it comes back with more red than your attorney added, you can tell pretty quickly the deal is headed for a fight. In his words, you want to ask, "is my attorney a deal maker or a deal breaker?"
Sam learned this during his divorce, when his father-in-law told him they had hired the best attorney in Utah and hoped Sam had a really good one too. Sam later saw the point: two good attorneys cooperate, move fast, and both sides spend a lot less money.
Mick added that people who represent themselves to save money often slow things down because they "just don't understand the attorney flow of things." The right legal team, even though you pay for it, "can actually save money for you in the long run."
Reps, Warranties, and Covenants
JD Beck, who sold his own company, said "the devil is in the details has never been truer when it comes to private equity buying." Before selling, he had no idea what reps and warranties or covenants meant, which is why he called a good attorney or investment bank on your side "super critical."
Selling Changes Your Job, Not Just Your Ownership
Sam asked Mick about the emotional side of selling: letting go of control and suddenly having a boss. Mick called it "a mindset shift, 100%."
Many owners assume being acquired ends their obligation to run the business. Mick said if you are still in production and every process, the sale will not change that. It will make you accountable to somebody else.
Mick McGirr: It is worth taking a point or two off of your EBITDA multiple and instead finding a group that is going to be cooperative and that wants to grow together with you.
His warning was direct: "too many times people take the highest offer and end up in a miserable relationship for the next... three or five years," and beyond that because of non-competes. If you want to see how buyers judge readiness before that point, read our guide to business exit planning and our breakdown of getting your numbers right before you sell.
AI Is a Great Legal Tool, but It Is Not Your Lawyer
Sam is watching sellers represent themselves by leaning on Claude or other AI tools. He loves AI, but in his view, "AI is not the business leader."
Mick agreed AI is powerful. His "billable per project has probably gone down 20 to 30%" thanks to attorney-specific AI tools. But it does not replace judgment built on hundreds of transactions.
The problem, as Mick described it, is how deals get negotiated. Each round of attorney redlines on specific language narrows the issues. An AI tool produces a list of concepts instead of redlined language, the attorney has to guess what it meant, and when the revised draft goes back in, it often raises brand new issues.
Mick McGirr: Rather than... redlines going from 100 to 20, redlines go 100, I make them 20 and they go back to 50.
JD admitted he has been guilty of taking AI output at face value and has "found a lot more mistakes than I thought." His advice was to use it judiciously, because it "can elongate the process where it was designed to shorten it."
Mick's recommendation for owners: use AI "in conjunction with an efficient attorney." Use it so you understand what is happening in the deal and feel comfortable raising issues, "but then let your attorney be the filter... and the conduit of making sure the deal actually moves forward."
Good Agreements Make Great Partnerships
Sam shared something his dad always said: "good agreements make great partnerships." After consulting hundreds of companies, he has watched businesses fall apart when a 50/50 deal leaves one partner doing 90% of the work while the other collects checks.
Mick said that imbalance often made sense on day one because the working partner did not have the money to get off the ground. By year three, it feels unfair. His fix is to separate compensation for work from ownership.
Mick McGirr: Just because you are partners in a business doesn't mean that you have to share everything equally.
His example: a bookkeeping partner who could be replaced for $30,000 gets a $30,000 manager salary, while a rainmaker who would earn 750 at a comparable company gets 750. Then you divide the profits. A manager compensation model tied to actual performance helps "overcome the day-to-day feeling of inequality."
The $50,000 Lesson
Mick described two clients who went into business together: one brought the skills, the other the 50 or 75 grand for equipment. Mick flagged his conflict of interest and recommended each get their own attorney. They did not.
Five years later, the money partner holds, as Mick recalled, 35 or 40% ownership in exchange for $50,000, in a company now doing 1.2 a month in top line. The working partner feels he got screwed, which Mick said the individual's own attorney should have flagged up front.
Mick also pointed to partner review mechanisms that let ownership adjust up or down based on contribution over quarters or years. And while AI can draft a simple agreement, he said it will struggle to capture "the emotional risk" and "risk of... freeloading" in complex partnerships.
Everyone Needs a Common End Goal
JD said his own four-person partnership never needed legal mediation because they communicated a lot and everybody knew their roles.
Mick said that is easier when partners share an exit. With a group like Forge working toward a five-year exit, "everybody's looking to a multiple, everybody's looking to an end goal."
That logic extends to your team. Sam described the Forge L-tip document, which is meant to get the sales reps and managers "all rowing in that direction." Mick endorsed being transparent with your people about where the company is going, but only if it comes with real incentives. Without them, telling your team they will work harder so you can get rich is going to "breed some... bad will."
The Legal Hammer and the Emotional Pillow
Sam then put Mick on the spot with a live situation. A manager who had been advanced $7,500 a month was caught moving deals he had signed with Sam's team over to a different company, in apparent breach of a non-compete and non-solicit.
Mick McGirr: Balancing the legal hammer with the emotional pillow... it's something worth doing.
Mick said there is a legal position, but also "a human element to running a business," because everyone around that person sees how you handle it. He believes a lot of this behavior comes from "a lack of... knowledge" rather than bad people, so "educating them with... the hammer is really important. Not using it, but educating about what's going to happen if they do."
His framework for deciding whether to pursue it: "try to take the emotions out of it," do a cost-benefit analysis that includes the impact on morale, and "make it a dollars and cents decision." He closed with a reminder that applies to every deal: "accountability goes far," and "the world's too small" to do people wrong.
How to Prepare Before You Hire an M&A Attorney
Taking the lessons from this conversation, here is a practical checklist for home service owners thinking about a sale in the next few years:
- Interview for cooperation, not aggression. Ask how an attorney handles the first round of redlines and how long their typical deals take to close.
- Test the LOI. Treat the first marked-up letter of intent as a preview of the whole deal.
- Fix your partnership documents now. Separate role compensation from ownership and add review mechanisms before a buyer shows up.
- Use AI to learn, not to negotiate. Understand your deal, then let your attorney carry the redlines.
- Align your team. Share the destination and back it with real incentives so key people stay through the transaction.
The cleaner and more organized your business is going in, the less anyone has to fight over. If you run a roofing company and want to see what a partnership could look like, you can see what your roofing company is worth with Forge Strategic Equity.
