Can an M&A Attorney Run a Competitive Sale Process for a Client?

What a competitive process consists of

A competitive process is a sequence of six phases with a decision gate at each one. Discovery and readiness: the client completes a questionnaire, assembles the data room, and the attorney identifies what a buyer will find. Valuation: a range is set from normalized earnings and a defensible multiple, and the client decides whether to proceed. Marketing materials: a blind teaser describes the company without naming it, and a CIM tells the full story under NDA. Buyer matching and outreach: a list of qualified buyers is built and contacted, with the client approving every name. Offers: NDAs are signed, the CIM is distributed, data room access is staged, and IOIs arrive by a deadline. Negotiation through close: the client selects an LOI, grants exclusivity, and the attorney runs diligence, the purchase agreement, and closing.

Competition is produced in the fourth and fifth phases. Two or more buyers submitting IOIs by the same deadline, each knowing others are at the table, is what can create alternatives on price and terms. Everything before those phases exists to make that round possible. Everything after it benefits from the alternatives the round created.

The phases an attorney already performs

Attorneys who have closed many transactions have performed most of these phases without calling them a process. They have reviewed data rooms for readiness problems, because every diligence request list they have ever answered was a readiness review in reverse. They have negotiated LOIs, exclusivity, and purchase agreements, which is the final phase in full. They have drafted and negotiated NDAs by the hundred. They have compared offers for clients, even if informally.

The phases attorneys have not typically performed are valuation, marketing materials, and buyer outreach. Valuation was left to bankers or appraisers. The CIM was a banker's product. The buyer list came from the banker's relationships and database. These three were missing not because they require a different kind of judgment but because they require a different kind of production: financial modeling, document design, and a database of acquirers, each of which the banker's analyst pool supplied.

Once production is handled, the attorney's existing skills cover the rest. An attorney who can read a purchase agreement can read a valuation output and explain it to a client. An attorney who can draft a disclosure schedule can edit a CIM for accuracy and emphasis. An attorney who negotiates with buyer's counsel every week can run a call with a private equity associate who wants data room access.

The regulatory question, framed properly

The question most attorneys ask first is whether running a process makes them a broker. That question deserves a careful answer from the firm's own counsel, and this article does not provide one. What it can offer is the framing. Federal law provides an M&A broker registration exemption, but it also identifies excluded activities and conditions, including handling transaction funds or securities. [1] The SEC's published M&A broker position likewise described limits on custody, financing, public offerings, passive buyers, and the ability to bind a party. [2] These sources do not make a particular firm's process exempt.

The relevant inquiries concern the activities the firm takes on and the fees it charges. Activities can include contacting buyers, negotiating terms, handling funds, or holding itself out as a transaction intermediary. Fees can raise separate questions, including whether compensation is contingent on whether a transaction closes or on its size. The federal M&A broker exemption and state rules each address these issues in their own terms, and the firm's answer will depend on what it decides to do and how it decides to bill.

The posture many attorneys considering this work adopt is to bill at hourly or fixed fees, keep the client as the party who makes every buyer decision and signs every document, and use software to prepare, organize, match, and track rather than to intermediate. Within that posture, the attorney advises the client on law and process; the client decides; the software produces the artifacts and keeps the record. The firm should confirm, in writing, with its own counsel, that the specific activities it plans and the specific fees it intends to charge fit within the rules that apply to it.

The division of labor between software, attorney, and client

In an attorney-run process, three parties do distinct work. The client provides the information: financials, contracts, the questionnaire, and the story of the company. The client also makes every decision: whether to proceed at the valuation range, which buyers to approve, which IOIs to advance, and which LOI to sign.

The attorney advises on each of those decisions, reviews and edits every outbound document, controls staged access to the data room, and negotiates with buyer's counsel in the final phase. The attorney is the client's representative in every conversation that matters.

Software produces the valuation from the inputs, drafts the teaser and CIM from the questionnaire and data room, matches the company to a list of buyers using client-specific criteria, and tracks every NDA, IOI, and LOI in one pipeline. Software does not decide, contact, or advise. Software prepares, organizes, matches, and tracks; the attorney and the client decide and act.

The division matters for more than regulatory posture. It is also the only way a small firm can run the work. A partner who had to build the valuation model and write the CIM personally would have no hours left for the client.

What an illustrative attorney-run process looks like on a $20 million company

The following is an illustrative staffing and process scenario, not a reported client result: a specialty manufacturer with $3.5 million of adjusted EBITDA, two owners in their sixties, and an unsolicited letter from a private equity platform that has rolled up three similar businesses.

Weeks one and two: engagement letter, questionnaire, document request, data room. The attorney notes two readiness issues, an unassigned IP license and a customer contract with a change-of-control clause, and the client begins fixing both.

Weeks three and four: valuation produces a range of $17 million to $24 million. The owners decide to proceed. The attorney and the client review a buyer list of 40 names, drawn from acquirers selected using documented acquisition criteria, and remove six direct competitors the owners will not show the book to.

Weeks five through nine: teaser out, NDAs returned by 22 buyers, CIM distributed, data room opened in stages. IOI deadline set for the end of week nine.

Week ten: seven IOIs, ranging from $16 million to $23 million with different structures. The attorney builds the comparison; the owners select three for management meetings.

Weeks eleven through thirteen: meetings, second-round bids, LOI selected at $22 million with 60 days of exclusivity and a defined diligence scope. The original inbound buyer bid $19 million and did not advance.

Weeks fourteen through twenty-two: diligence, purchase agreement, closing. The attorney already knows every document in the data room, which can help shorten diligence and reduce surprises in the disclosure schedules. The example uses hourly billing with fixed-fee components for the valuation and marketing phases.

How Acquivo Pro fits

Acquivo Pro is the firm edition of Acquivo for M&A attorneys and boutique investment banks, and it supplies the three phases attorneys did not historically produce. Its deterministic valuation engine covers 21 industry verticals and traces every figure to its source. It generates teasers and CIMs from the client questionnaire and data room. It builds a prospect list tailored to the client using documented buyer criteria and tracks NDA, IOI, and LOI flow for every client in one pipeline. Software prepares, organizes, matches, and tracks; the attorney and the client decide and act. To walk through a process on a client you have in mind, request a demo through the Contact page.