40 | Choosing Software M&A Counsel: What Founders Should Know Before Their Exit

Why It Matters

Choosing the right M&A lawyer directly influences deal terms, speed, and closure probability, ultimately affecting a founder’s exit valuation and business outcome.

Key Takeaways

• Start hiring M&A counsel early, alongside investment bank.
• Choose lawyers with software‑specific, same‑size transaction deal experience.
• Ensure firm has in‑house tax, IP, employment specialists.
• Test responsiveness; delays signal risk in fast‑paced transactions.
• Ask about conflict policies and external resource reliance.

Summary

The podcast episode focuses on how software founders should select M&A counsel when preparing to sell or raise capital, emphasizing timing and differences from corporate counsel.

Hosts discuss that counsel should be engaged early, ideally with the investment bank, and must have deep experience in software‑as‑a‑service (SaaS) or AI deals of comparable size and structure. They stress the need for in‑house tax, IP, and employment experts, noting that buyer side firms typically use national, battle‑hardened teams.

Notable quotes include Mike Greco’s warning that “the buyer’s counsel will not cheap out on lawyers” and the caution that hiring a “local yokel” lacking transaction expertise can derail a deal. They also highlight the importance of responsiveness and conflict‑of‑interest policies.

The implications are clear: the right M&A team can streamline negotiations, protect valuation, and reduce closing risk, while a mis‑matched counsel can extend timelines, increase costs, and jeopardize the transaction’s success.

Original Description

Choosing the wrong M&A attorney can slow your deal, cost you on terms, and in some cases, put the whole transaction at risk. Yet most software founders give this decision far less thought than it deserves. In this episode, managing directors Mike Lyon and Mike Greco discuss what to look for in a lawyer who specializes in software deals, the most common mistakes founders make when selecting legal counsel, and the specific questions every founder should ask before making the hire.

Vista Point Advisors is a boutique sell-side investment bank providing unconflicted M&A and capital raising advice to founder-led software, AI, and internet businesses. We partner with entrepreneurs of growing businesses to help them understand their options in the marketplace so they can maximize business value, leverage their options, and realize their ideal outcomes. 

Securities offered through Vista Point Advisors, member FINRA/SIPC. This has been provided for informational purposes only and should not be considered as investment advice or a recommendation. It is not intended to address all circumstances that might arise. The views expressed herein may change at any time subsequent to the date of issue. Opinions contained herein should not be interpreted as a guarantee of future results. Outcomes will vary depending on individual circumstances. Any examples used in this material are generic, hypothetical and for illustration purposes only. Testimonials from past clients may not be representative of the experience of other clients and there is no guarantee of future performance or success. Clients are not compensated for their comments.