Software Prepares, the Attorney Acts: Keeping the Line Clear in an Attorney-Run Sale

Why the line matters beyond the regulatory question

The regulatory reason to keep the line clear is well known and is covered elsewhere in this series. The firm should confirm with its own counsel how the federal M&A broker exemption and state rules apply to the activities it performs and the fees it charges. The federal exemption has defined conditions and excluded activities, including handling transaction funds or securities, so the statute does not answer every question about a particular firm's work. [1] A clear division between what software does and what people do gives that review a clean fact pattern. An older SEC staff no-action position also stated that it was limited to federal broker-dealer registration and expressed no view on other federal or state laws. [2]

There are two other reasons. The first is quality. A CIM generated from a questionnaire is a draft. It reflects what the client typed and what the data room contains. It does not know that the client's largest customer is renegotiating, that the second-largest is a relative, or that the "recurring revenue" line includes a contract that expires next quarter. The attorney knows, or should find out, and the attorney's edit is what turns a draft into a document a buyer can evaluate. Filed transaction materials commonly put responsibility for material accuracy and omissions on the company and distinguish projections from guaranteed results, which is a useful reminder that a generated draft still needs review. [3]

The second is the client relationship. An owner who hires the firm to run a sale is hiring the attorney's judgment. If the firm's process feels like the attorney forwarding software output, the client will reasonably ask what the fee is for. If the process feels like the attorney using a tool to get to judgment faster, the client sees the value. The line between preparation and action is also the line between what the client pays the platform for and what the client pays the firm for.

Readiness and valuation: the platform reads, the attorney interprets

In the discovery phase the platform reads the client questionnaire, the uploaded documents, and the company website and organizes what it finds. It surfaces gaps: a missing operating agreement, an unsigned lease amendment, a customer contract with a change-of-control clause. That is preparation.

The attorney's work begins where the platform's ends. Which gaps must be fixed before launch and which can be disclosed? Is the change-of-control clause a problem or an opportunity to renegotiate? Does the shareholder who holds 8 percent need to be brought in now? These are judgments.

Valuation follows the same pattern. The engine is deterministic: it applies the inputs to the method and produces a range, and the same inputs produce the same range every time. The attorney reviews the inputs, questions the ones that look wrong, and decides with the client what range to carry into the process. The attorney also explains what the range means and what it does not, which no engine does.

Marketing materials: the platform drafts, the attorney edits, the client approves

The teaser and the CIM are generated from the questionnaire and the data room. The draft is a starting point with the structure, the financial summary, and the narrative in place.

The attorney's edit is substantive. What to emphasize, what to disclose, how to describe the customer base without identifying anyone, how to handle the owner's role in the business, what to say about the one bad year. The attorney also reviews every factual statement against the source, because a CIM that overstates something or omits a material fact can create transaction risk. Filed confidential information memoranda illustrate why this review matters: company representations commonly address material misstatements and omissions, while projections are treated as estimates rather than promises. [3]

The client approves the final document before it goes anywhere. That approval is a decision, and it belongs to the owner. The platform logs the approval; the owner makes it.

Buyer matching and outreach: the platform matches, the client decides, the firm contacts on instruction

This is the phase where the line matters most and where the firm's procedure should be most explicit. The platform builds a prospect list by reading the data room, the website, and the questionnaire and matching the client's profile against buyer criteria supplied to the platform. That is matching. It is not a verified claim about a current buyer count or about every buyer's recent acquisition history.

The client reviews the list. The client strikes the competitors it will not approach, the buyers it has had bad experiences with, and the ones it simply does not want. The client adds names it knows. The client approves the final list. Every one of those is a decision.

Then contact happens. Some firms have the client send every initial message. Others send the teaser from the firm on the client's written instruction. The firm should pick one practice, confirm it with its own counsel, document it in the engagement letter, and follow it on every engagement. The platform tracks who was contacted, when, and what the response was. The platform does not send anything on its own.

Offers and negotiation: the platform tracks, the attorney advises, the client chooses

As NDAs come back and buyers enter the data room, the platform tracks status, logs access, and collects IOIs into a single view. When the deadline passes, the attorney prepares a comparison: price, structure, certainty, and fit. The attorney explains what an earnout of a given size means at this client's growth rate, why one bidder's financing contingency matters more than another's, and which buyer's diligence list signals a re-trade.

The client chooses which bidders advance, which buyer gets the LOI, and whether to grant exclusivity. From there the process looks like a traditional engagement: the attorney negotiates the LOI and the purchase agreement as counsel, with the difference that the attorney has every document and every buyer interaction already organized.

Making the line visible in daily practice

Three habits keep the line clear. First, name the source on every artifact: "draft generated from the questionnaire, edited by the firm, approved by the client on this date." Second, log every client decision as a decision: the buyer list approval, each disclosure approval, the IOI selection. The portal records these, and the firm should treat the record as part of the file. Third, never let the platform's output go to a buyer without an attorney's review and a client's approval between the two.

A partner can audit a current engagement against these three habits this week. If any artifact in the file cannot be traced to a platform draft, an attorney edit, and a client decision, the line has blurred, and the fix is a procedure, not a different tool.

How Acquivo Pro fits

Acquivo Pro is designed around the division this article describes. The platform reads the data room, the website, and the questionnaire; generates teaser and CIM drafts; builds a prospect list for the client's review; and tracks NDA, IOI, and LOI status in one pipeline. The client sees a branded portal under the firm's name where document requests appear, uploads happen once, and disclosures are approved, so every client decision is recorded where the firm can find it. The valuation engine is deterministic and every figure traces to its source. To walk through a process on a client you have in mind, request a demo through the Contact page.