M&A Attorney Deal Referrals: Stay Recent Between Deals
M&A attorney deal referrals come from dead deals, second bidders and opposing counsel. What lawyers may do, and how buyers stay the name they think of.
By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.
M&A attorney deal referrals come from moments the market never sees: a signed LOI that dies, a seller who got one offer and wants a second, a private equity client looking for add ons. The buyer who gets that call is the one the lawyer trusts to close and heard from recently.
Picture a Thursday afternoon. This is an illustration, not a real deal. A deal attorney has spent six weeks on a purchase agreement for a family owned distribution company. The buyer’s lender just pulled out. The seller is furious and embarrassed, and he does not want to go back to market and explain why the first deal died. He asks his lawyer one question. “Do you know anyone who can actually close this?”
There is no listing. No broker is involved. The attorney has maybe two names in her head. The question is whether one of them is yours.
Why M&A attorneys see deals first
M&A attorneys see deals first because they are inside transactions before, during and after anyone else knows they exist. A CPA or an estate attorney hears an owner thinking about an exit. A deal lawyer sees the exit already in motion, and sees exactly where it breaks.
Four moments put a deal in the attorney’s hands:
- The dead deal. A buyer’s financing fails, diligence turns up a problem the buyer will not live with, or the buyer retrades and the seller walks. The seller still wants out, and a quiet replacement buyer beats a public relaunch.
- The unsolicited offer. An owner gets a letter from a strategic or a fund and calls the lawyer to ask if it is fair. A smart lawyer suggests a second bidder to test the price.
- The add on hunt. Private equity clients tell their counsel what they want to buy. Lawyers who serve funds hear about small targets the fund will pass on, which may fit you.
- The partner dispute. Two owners stop agreeing. The attorney drafting the separation knows one of them may sell a stake, or the whole company.
This is a different signal than the ones in CPAs as a deal source and estate attorneys as a deal source. Those advisors see intent years early. The deal lawyer sees urgency this week.
Who in the deal world sends what
Not every attorney sends the same kind of deal. Here is the simple map I would use to decide who to stay close to.
| Attorney | What they see | What it can turn into | How often |
|---|---|---|---|
| Seller side counsel at a small firm | Dead deals, unsolicited offers | A replacement buyer call | Rare, urgent |
| Fund counsel | Add on targets a fund passes on | A small deal that fits you | A few times a year |
| Opposing counsel from your last close | How you behaved under pressure | Their next seller client | Slow, high trust |
| General business counsel to owners | Partner disputes, retirement talk | An early introduction | Rare, early |
The third row is the one most buyers waste. The lawyer who sat across the table from you watched you negotiate, fund and close. If you kept your word, that lawyer has the best evidence anyone can have about you as a buyer.
Can M&A attorney deal referrals come with a fee?
Usually not in the way you would offer it, so do not offer it. I am not a lawyer, and this is not legal advice. The ABA Model Rules of Professional Conduct are a model that each state adopts in its own form, so I link to state versions below. Read them as the shape of the rules and ask your own counsel.
They cannot tell you about a client without consent. The D.C. Rules of Professional Conduct, Rule 1.6 say a lawyer shall not knowingly “reveal a confidence or secret of the lawyer’s client.” So the attorney will not send you a name. She will ask her client if he wants to meet you. Your job is to be the buyer she feels safe naming.
They cannot share legal fees with you. California Rule 5.4 says a lawyer “shall not share legal fees directly or indirectly with a nonlawyer,” with narrow exceptions that do not cover a buyer.
They are limited in what they can give you for sending work. Colorado’s Rule 7.2(b), which tracks the ABA model, allows a reciprocal referral agreement with a nonlawyer only if it “is not exclusive” and “the client is informed of the existence and nature of the agreement.” It also allows nominal gifts, which the comment limits to “a token item as might be given for holidays, or other ordinary social hospitality.”
Their own interest cannot cloud their advice. D.C. Rule 1.7 flags a conflict when a lawyer’s judgment “reasonably may be adversely affected by” the lawyer’s “own financial, business, property, or personal interests.” A finder’s fee from the buyer of a client’s company is that kind of interest.
The practical answer: no cash. Reciprocity is cleaner and stronger here than with any other advisor, because you buy legal work. Every deal you close needs counsel. The attorney who sent you a deal, or who impressed you from the other side, is the obvious hire for the next one.
How do you stay in front of M&A attorneys between transactions?
You stay in front of them with a short list, a clear box and a real reason every couple of months. Here is how I would run it.
- Pick 10 to 15 attorneys. Small and midsize firm deal lawyers who represent owners in your size range, plus counsel to two or three funds that buy in your sector, plus every opposing counsel from deals you closed.
- Give them a box they can match. “I buy founder owned industrial services companies, 1 to 4 million in EBITDA, I can close in 60 days with committed debt.” Speed and certainty matter most to a lawyer holding a dead deal, so say how fast you close and how you are funded.
- Text after every close, yours and theirs. When they announce a deal, congratulate them. When you close, tell them who represented you and that it went smoothly.
- Touch with a reason, about every 60 days. A partner who joined their group, a rule change their clients are asking about, an owner you met who needs a deal lawyer. Each is a reason, not a check in.
- Report back on every introduction. If they send you a seller and you pass, tell them how you handled it. That report earns the next call.
A sample text after a close, under 40 words: “Closed on the Ohio deal Friday. Your read on the indemnity cap saved us a week of back and forth. If a seller client ever needs a buyer who closes fast, I would love to be the call.”
For where lawyers fit among every other source, see the hub on deal flow for business buyers, and for the money side of the same advisor chain, read wealth managers as a deal source.
The part that breaks
Deal lawyers are easy to stay close to while you are in a deal with them. You talk every day. Then you close, and you do not talk again for nine months.
That is exactly the window when their next seller’s buyer walks. The attorney thinks of whoever she heard from lately.
FRONT OF MIND opens on your 10 minutes for today. Each person has a one line reason why today: the opposing counsel from your spring close you have not texted since, the partner whose firm was in the news, the attorney going cold. Every draft is a text style message, 40 words max, and nothing sends without your tap. Ask Liala “who do I know that is an M&A attorney in Cleveland” and get the right people with why. Your contacts are encrypted. No one on our team looks at them, and you can export or delete anytime.
Start free with your first 25 contacts and see which attorney comes up first.