M&A and equity financing legal counsel

M&A and equity financing legal counsel is a legal professional who supports business acquisitions and equity investment transactions. They analyse legal risks, prepare or negotiate transaction documents and coordinate specialist advisers. They provide business leaders and finance teams with the legal information they need to make decisions.

This dual remit brings together transactions involving company law, contracts and negotiation between parties. An acquisition and an equity investment can therefore fall within the same role. The exact scope varies: acquisitions, disposals, participation in fundraising rounds and joint ventures are not systematically combined in every role. Equity financing here concerns investment in share capital and does not, by default, cover all of the company’s financing activities.

M&A legal counsel may be involved from structuring and legal due diligence through to signing, closing and certain subsequent activities. Their reporting line and approval requirements must be specified. At Iliad, they work under an M&A legal director, liaising with the finance department and operational departments. Post-investment governance oversight may also complement the transactional work, as at Decathlon.

Transactional legal counsel, the M&A lead and the finance department: who does what?

• Legal counsel prepares and coordinates the legal work on the transaction. They identify matters requiring a lawyer or another specialist.
• The M&A / Corporate Development lead is a separate counterpart whose role must be distinguished from legal counsel’s when defining responsibilities for the transaction’s commercial rationale.
• The finance department works with the legal team on the financial mechanisms to be reflected in the documents. Valuation and financial integration should not be assigned solely to legal counsel.

Day-to-day commercial contracts and the overall organisation of compliance are also separate matters to define in the job description.

The first challenge is to recruit for the transactions actually planned. Acquisition experience alone does not establish proficiency in equity investment. The two activities share legal skills, but recruitment must also examine shareholders’ agreements, investment agreements and the responsibilities held in dealings with investors. A broad job title can conceal experience concentrated on only some types of transaction.

Legal precision matters from the earliest discussions. A letter of intent frames the negotiation and expresses the parties’ intentions. Its effect depends on its content: automatically treating it as non-binding can lead to an important issue being underestimated. Legal counsel must be able to explain what requires analysis, what information is missing and which points need approval.

Another challenge is translating economic mechanisms into contractual documents. Price adjustments, earn-outs and warranties require sufficient understanding of discussions with finance professionals. This does not give legal counsel sole responsibility for valuation. For the recruiter, the useful question is how the mechanism discussed relates to its drafting and the approvals obtained.

Coordination must also be proportionate to the complexity of the transactions. Employer sources describe a combination of in-house drafting, negotiation and external advice. Some international transactions involve additional jurisdictions and areas of expertise to coordinate. Poorly defined autonomy can leave a specialist question or a sensitive approval without an owner.

Fictional example: a group is preparing an acquisition and an equity investment. Its candidate has coordinated several due diligence exercises but has never negotiated a shareholders’ agreement. Before entrusting both transactions to them, the recruiter must distinguish what they can draft independently, what a senior legal colleague will review and what a specialist adviser will handle. The need is for clearly identified responsibilities, rather than simply a job title.

• Analyse the legal structuring of acquisitions and equity investments with leadership and finance teams.
• Conduct or coordinate legal due diligence and organise the analysis of the documents needed for the transaction.
• Prepare and negotiate transaction documents as appropriate to the matter: letter of intent, sale agreement, shareholders’ agreement or investment agreement.
• Translate the agreed economic mechanisms into legal documentation, working with finance teams.
• Coordinate lawyers and other specialist advisers in the relevant jurisdictions.
• Organise the legal work for signing and closing the transaction.
• Oversee post-closing legal work and, where included in the role, the governance of portfolio companies.

Advanced education in business law or company law provides a relevant reference point when reviewing applications. The vacancies examined mention, in particular, the French Master 2, the DJCE or an equivalent qualification. Additional requirements vary: Decathlon presents the CAPA, a business school qualification or an LL.M. as ideal additions, whereas the Agence des participations de l’État requires the CAPA for its position. These employers’ choices do not constitute a general requirement for this job title.

Beyond qualifications, useful learning includes conducting due diligence, analysing contracts and structuring relationships between shareholders. The TBS Education competency framework includes document investigation, shareholders’ agreements, investment agreements and fundraising-related skills. These areas provide reference points for assessing a course of study, without replacing examination of the transactions actually handled.

When comparing a law firm background with an in-house career, start with the responsibilities held. Identify documents drafted personally, negotiations conducted, advisers coordinated and approvals received. Experience covering only one aspect of the role must remain clear. Participation in an acquisition does not, on its own, demonstrate proficiency in a fundraising round.

Finally, adapt language expectations to the people and documents involved in the role. Decathlon’s requirement for fluent French and English reflects its international environment. A practical exercise in the language actually used is more informative than a bilingualism requirement unrelated to the transactions to be covered.

To assess this profile, relate legal skills to the transactions planned and the responsibilities you want to entrust to the candidate.

1. Define the criteria and approvals

Prepare an assessment grid distinguishing acquisition, equity investment, drafting, negotiation and coordination of advisers. For each activity, specify the expected degree of autonomy and the person who will approve sensitive points.

Link each criterion to something observable: a due diligence approach, an explanation of a clause, a negotiation plan or the organisation of closing work. Keep separate criteria for the two aspects of the role.

If your company has no legal counsel able to assess the technical expertise, have these elements examined by a legal lead or a lawyer with expertise in the transactions concerned.

2. Establish past responsibilities

Ask the candidate to describe an acquisition and an equity investment without revealing confidential information. Ask them to specify their role, the documents prepared, the discussions conducted and the decisions submitted for approval.

Explore a financial mechanism they have translated into a legal document. Ask how they worked with finance professionals and how the drafting evolved during negotiation.

A precise distinction between personal work, an adviser’s contribution and a business leader’s decision is a positive sign. Be alert if the account remains collective or the candidate claims expertise in every area.

3. Examine a case relevant to the role

Fictional example: a group is considering an equity investment and receives a letter of intent and a draft shareholders’ agreement. Provide entirely fictional documents suited to the role’s responsibilities.

Ask for a short note setting out the missing information, the main points to analyse and the questions to refer to specialists. Add an oral explanation intended for a business leader.

Examine the approach to document analysis, the consistency of the reasoning and the ability to prioritise. Discuss alternative drafting without expecting a single answer to an incomplete case.

A positive sign is the ability to explain why a piece of information changes the analysis. A warning sign would be asserting that a letter of intent never binds the parties solely on the basis of its title.

4. Test coordination and communication

Ask how the candidate would divide the work between in-house legal counsel, lawyers and finance teams. Ask them to explain the approvals, information to share and follow-up of expected responses.

For an international role, conduct part of the discussion in the language actually used. Assess comprehension and precision of explanation on a familiar legal subject.

If the role includes management, also examine how they would review work and support a less autonomous legal colleague. Distinguish this responsibility from simply coordinating external experts.

5. Compare observations and references

Compare the information gathered with the initial assessment grid, involving the relevant assessors. Record established skills, points that remain uncertain and areas where support will be needed after the candidate starts.

When taking references with the candidate’s consent, seek to clarify their actual autonomy, contribution to negotiations and approach to cooperation. Limit discussions to relevant professional responsibilities, without asking for confidential transaction details.