In the burgeoning complexity of today’s corporate transactions, general counsels (GCs) play a pivotal role, maneuvering through economic fluctuations, evolving risks, and technological advancements. As the deals market shows signs of recovery in early 2025, a report by Deloitte highlights the necessity for dealmakers to adeptly handle ongoing uncertainties. This skill is crucial not only for dealmakers but also for law departments overseeing corporate mergers or acquisitions.

Kariem Abdellatif, head of Mercator by Citco, emphasizes the logistical aspect of mergers and acquisitions (M&A), suggesting that securing a proficient partner to manage the intricate details of a transaction allows legal teams to focus on strategic elements such as pricing and negotiation. This series, presented by Mercator, aims to guide general counsels through the labyrinth of a modern merger, starting with the pre-merger phase.

Gathering Good Data: The Starting Point

Understanding the portfolio of involved companies is fundamental. Abdellatif stresses the importance of acquiring accurate and up-to-date data to facilitate informed decision-making and efficient integration. Mercator’s Entica platform enhances this process by creating detailed, interactive corporate org charts, which are invaluable during M&A discussions for visualizing and experimenting with potential structural changes.

Determining the Role of the GC

Once involved, GCs must ascertain their specific role, which can vary significantly. According to M&A partner Josh Hollingsworth of Barnes & Thornburg LLP, the scope can range from merely assisting in due diligence to leading the entire deal. Identifying this role early prevents misunderstandings and aligns the legal approach with the transaction’s requirements.

Understanding Organizational Dynamics

Hollingsworth also points out the necessity of mastering soft skills, such as understanding the strategic and human elements of the organization involved in a transaction. Determining who in the organization needs to be aware of the deal is crucial, as is anticipating how the transaction will impact each stakeholder.

Legal Considerations and Risks

In the pre-merger phase, confidentiality tops the list of legal concerns. Insider trading laws for public companies and potential leaks in private companies necessitate robust nondisclosure agreements and careful stakeholder management. Antitrust issues also require attention, especially when competing companies are involved, to avoid premature integration, known as “gun-jumping.”

Leveraging Technology in M&A

The role of AI and other technologies in streamlining M&A processes is increasingly significant. Tools like Mercator’s Entica not only manage data effectively but also ensure compliance and facilitate due diligence by providing features like a corporate compliance calendar. This technology enables legal teams to maintain a high level of preparedness and organization, which is crucial in navigating the complexities of modern mergers.

As we delve deeper into the merger process in this series, the subsequent articles will explore negotiation strategies and post-merger integration, providing a comprehensive roadmap for GCs handling modern corporate transactions. Interested readers can also gain further insights by registering for the upcoming webinar on these topics.