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You already have a lawyer. A good one. So why does everyone say you need a specialized M&A attorney?
Wise Up on M&A by Exitwise is part of the Exitwise Productions podcast network, alongside The Wise Exit and the Exited Founder Podcast. Stephanie asks the questions founders actually have, and Exitwise M&A experts answer them.
Episode 2: Why Your Own Lawyer Isn't Enough
Stephanie sits down with Brian Dukes, Exitwise M&A expert, to tackle the first must-have on your deal team: the M&A attorney. Brian has seen what happens when founders bring the wrong lawyer into a transaction.
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Published August 3, 2026
Stephanie Last time on Wise Up on M&A, we talked about why a business owner even needs an M&A team at all. Hopefully, we convinced you that you need one. We shared a bit about this M&A team boat analogy. If you have a small boat that comprises your M&A team, who gets those 3 seats? Who are the must-haves? Today, we will share who should get dibs on the first seat on the M&A team boat according to Brian Dukes. So who are the top 3 must-haves, the non-negotiables? Who's on that boat?
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About The Wise Exit
The Wise Exit is an open dialogue with fellow founders and former business owners sharing real stories and offering honest advice around selling their companies to some of the top acquirers in the world. Beyond the entertaining and educational exit stories, host and M&A Advisor, Todd Sullivan is here to help demystify the Mergers & Acquisitions (M&A) process. For example: - How much is my business worth? - What is Net Working Capital? - When should I get a Quality of Earnings analysis - Should I hire an Investment Banker, M&A Advisor, or Business Broker? - When do I talk to my Key Employees about a possible transaction? We hope you enjoy... and learn a few things along the way! https://exitwise.com/
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Stephanie I just want to ask, because I've heard other founders say, isn't my own attorney enough? Like, why isn't my lawyer for my business enough? Could that take the place of an M&A attorney?
Brian Dukes We hear 2 different flavors of that. One is, I have a family attorney that you know, has been doing my trust and protects my family and my close friends, having built kind of wealth and, you know, this family situation. If they have expertise in doing not one, but multiple M&A transactions, they may be a good candidate because the overlap of understanding your family situation and everything that you have organized as an individual over time is very, very important. However, if they don't have deep M&A experience, they don't have the breadth of experience, they don't know what deals to be fighting, they spin cycle after cycle reviewing documents and getting outside opinions and all of these things, you're going to run up a massive bill and you're going to put your deal at risk. The second is in-house counsel. And I'd say similar point. If that individual or team has experience in M&A transactions, again, not 1 or 2, but 10 or 20 or 30 or 50, now you have somebody who actually understands your business that can be really competent from a legal perspective. But I will tell you, for most businesses under $50 million enterprise value, they do not have that attorney on staff. They have somebody who's super competent as a corporate attorney. They're doing great work. It's not a negative.
Stephanie It's a different set of skills and experience.
Brian Dukes Totally different skills. But if they don't have that track record of having run a bunch of deals successfully, they're at a minimum, they're going to waste time and drag out the process. And to be honest, be detrimental to the business as a whole because, oh, by the way, they have a day job. Right? They're, they're moving your business forward from a legal perspective. And if they're distracted 30 hours a week on an M&A transaction, now you're putting the business at risk, not just—
Stephanie That's a really good point. I didn't even think about that. So
Brian Dukes Those are the two, those are the two populars that I get. Like, nope, I've got my legal team, You know, they built my family trust, they know who I am, they got it all figured out. And hey, we've got in-house counsel that's great. They know, they know everything about us and our business. They can both work. I've seen them both be successful. It just depends on their resume, and it's not meant to be critical or be an ego thing. It's simply if you need a point guard for the NBA championship run, you probably want to make sure they've actually played point guard before and they understand basketball.
Stephanie Have to have a sports analogy in here. Otherwise, it's not an exit-wise conversation.
Brian Dukes Just with the boat analogy, I can't.
Stephanie Let's bring it back. Seat number one on the boat goes to a specialized M&A attorney.
Brian Dukes M&A attorney that is That is specialized but also efficient. It doesn't need to be the biggest brand. Don't go to your YPO buddies who owns a massive law firm that has 1,000 practitioners. Probably not, not the right, the right path.
Stephanie Great. Who gets the next seat? Uh-oh, another cliffhanger. So we got our M&A attorney in seat number 1.