Editor’s note: First in a three-part series.

Although the deals market has shown a modest rebound in early 2025, a recent report by Deloitte notes that today’s dealmakers must “navigate perpetual uncertainty.”

This uncertainty is driven by numerous factors: economic changes, evolving risk management, and emerging technologies, for example.

As a result, Deloitte says, “pivoting has emerged as a core competency” for dealmakers.

The same goes for law departments involved with a corporate transaction — or even the possibility of a future transaction.

“‘Logistics’ is an important word here, because the whole M&A process is also a process of logistics,” says Kariem Abdellatif, the head of Mercator by Citco (Mercator), a specialist entity management provider that helps organizations manage their global entity portfolios, including during complex M&A transactions.

Having the right partner in place to oversee a transaction’s numerous and intricate details will allow the lawyers to focus on high-level work like pricing and negotiation, he notes. This, in turn, enables the flexibility that today’s dealmakers must cultivate.

In this series presented by our friends at Mercator, we’ll be providing a step-by-step guide for general counsel navigating a merger or other corporate transaction. To start, we’re exploring best practices for corporate law departments in the pre-merger phase.

Stay tuned for our upcoming articles detailing how GCs can help negotiate and close a deal, as well as how the law department can help integrate organizations post-merger.

We’ll also be discussing these topics in a webinar. You can pre-register here.

Get Good Data (and Know What to Do With It)

A first step for any legal department involved in a corporate transaction is to understand the portfolio of companies involved. The only way to do this is by gathering trustworthy data.

“When it comes to data, there are several critical questions that need answering,” Abdellatif says. “What information do we need? Where is it stored? Who maintains it? How can we verify its accuracy? Is it up to date? Getting clear answers to these questions early on is essential for making informed decisions and planning effective integration.”

A platform like Mercator’s Entica can take this a step further by applying that data to create detailed and interactive corporate org charts. The platform can also generate hypothetical charts to model potential acquisitions.

These charts map out the “family tree” of an organization — showing which entity sits on top, what happens if entities’ locations are moved, what it would mean if an entity were liquidated.

“Our technology enables legal teams to visualize the entire org chart,” Abdellatif says. “From there they can toy around with it to see how changes might affect the overall corporate structure. This is particularly valuable during M&A discussions, where understanding complex entity relationship is key.”

Determine Your Lane

While gathering corporate data is critical, knowledge of a potential deal must typically be kept confidential outside of a few key stakeholders.

When the GC is brought under the umbrella, their first step is to determine their role.

Will the GC be engaging outside counsel? Will they be managing these lawyers? Will the GC be the primary point of contact for the transaction?

The scope of these potential roles varies widely, notes Josh Hollingsworth, an M&A partner with Barnes & Thornburg LLP.

The GC of a company being acquired, for example, might be limited to assisting the buyer in conducting due diligence. In other circumstances, the GC might be expected to lead the entire deal.

“Navigating where they fit in and asking affirmative questions so that there aren’t any assumptions — it’s important for a GC to just figure out what their role is in some cases,” Hollingsworth says.

Master Organizational Psychology

When a GC is involved in advancing a transaction, they must draw on their soft skills as much as their legal training in the pre-merger phase.

Thinking strategically about the organization and the stakeholders involved is a key to success.

“I don’t think there’s a specific playbook for each circumstance,” Hollingsworth says. “I think it’s just a matter of being aware of everyone who’s involved and making sure that you understand the universe of how this transaction’s going to affect everybody.”

An initial step is to determine who will be brought into the deal, and who will not be informed.

This requires thinking through who in the organization will be important — the IT, HR, and risk management teams, for example.

“If nobody in HR knows, it’s going to be hard to get through employee and benefits diligence,” Hollingsworth says. “If nobody in IT knows about a transaction, and an IT issue comes up, similarly, that will be challenging.”

Abdellatif notes that technology like Mercator’s Entica system can play a role in ensuring the knowledge of the deal sits only with the stakeholders who are looped in.

“What we want to make certain is that data access is available to those who need it, but not beyond that,” Abdellatif says. “That data is only accessible to those who actually require it, and you don’t have people rummaging through information they shouldn’t.”

Understand Your Team

It’s also important to gauge the likely motivations of each stakeholder with a role in the transaction.

Hollingsworth notes that anyone informed of a potential deal will first ask themself a simple question.

“Literally, ‘What does this mean for me?’ is going to be the first question that everybody who’s brought under the tent is going to think about, and that’s just human nature,” Hollingsworth says. “So just being prepared to work through those dynamics is important for a GC.”

If a company is being acquired, for example, that could be seen as a threat to many stakeholders, who may work to undermine the deal.

It’s true of acquiror companies as well, Hollingsworth notes. Some may see someone in the acquired organization as a threat to their position. Some may simply think it’s too much work to go through with the deal.

Will a stakeholder be gaining or losing in job title and status? Are there financial incentives, like parachute payments to a departing CEO, involved?

“I think a lot of people take it for granted that if the CEO or the board says, ‘We’re gonna do something,’ that we’re gonna do it,” Hollingsworth says. “What ends up happening in any group dynamic is there are various levels of resistance.”

For a company potentially being acquired, maintaining impeccable data and compliance can help thwart resistance to a deal. These practices can even provide bargaining leverage, according to Abdellatif.

“Having this level of organization builds confidence with potential acquirers and can positively influence their approach to the transaction” he says.

If a company doesn’t seem to have well-maintained regulatory compliance, by contrast, an acquiring company will likely become more critical.

Technology can also help. Mercator’s Entica, for example, features a corporate compliance calendar that tracks all requirements a year in advance and ensures a company maintains proper structures around compliance.

Abdellatif has seen acquired companies impressing acquirors with the thoroughness of their regulatory compliance, and the acquiring companies in turn seeking to adopt their systems.

This thoroughness can also help stave off any internal resistance to a deal.

“The best defense is making sure that you have your ducks in a row, that your information and data is properly set up, and that you can demonstrate just how effectively you run your department,” he says.

Don’t Forget About Your JD

In addition to organizational management, of course, a GC must also consider legal risks at this stage.

One top risk in a pre-merger environment is confidentiality. For publicly traded companies, insider trading laws will kick in, and for nonpublicly traded companies, there can be issues with employees or vendors knowing of the deal at the early stages.

A GC must ensure there are robust nondisclosure agreements — and serious consideration around which internal and external stakeholders are informed to begin with.

“Confidentiality will be at the very top of your legal risk in the pre-transaction phase,” Hollingsworth says. “Similarly, antitrust considerations go hand-in-hand.”

Corporate transactions will often take place between competing companies, which must make a pre-merger filing with the Federal Trade Commission under the Hart-Scott-Rodino Act. If there are foreign operations, a variety of other regulations apply as well.

Competing companies that are exploring a merger must also be careful about the level of cooperation during this stage because of antitrust concerns known as “gun-jumping.”

“The expectation is that you’re going to operate the business independently all the way up through closing,” Hollingsworth says.

Leverage Your Tech

As with all things in the corporate world, AI-enabled technology is playing an increasing role in mergers and acquisitions.

In the pre-merger phase, generative AI will come into play for in-house lawyers — particularly when drafting pre-merger documents like nondisclosure agreements.

New technology can also immediately inform counsel of “what’s market,” giving negotiators detailed knowledge of precedent regarding every aspect of a transaction.

The Entica platform combines workflows with data management, ensuring actions as varied as filing financial statements, appointing directors and auditors, and executing documents are all tracked and accounted for.

It allows quick access to this data throughout a company’s full portfolio, and segments it to ensure it’s only accessible to stakeholders who require it.

“When you come back to logistics, it really serves as the backbone in many ways,” Abdellatif says.

Seasoned practitioners like Hollingsworth remember the due diligence process of decades ago, where there was a physical data room that contained banker boxes full of documents related to the transaction.

These, of course, have been replaced by online data rooms that can be accessed 24/7. Similarly to due diligence, closings and negotiations have moved from in-person to virtual.

For negotiators, though, this convenience may create a new pitfall to avoid.

If you’ve flown across the country for an in-person meeting, the expectation is that items will be resolved in that meeting, Hollingsworth notes.

“Allowing virtual negotiations leads to more iterations of the document,” he says, “and it may actually lead to the negotiations taking longer.”

Stay tuned for the next article in this series, where we’ll be exploring steps to consider during the negotiation and closing of a transaction. You can register for our webinar on these topics here.

The post Anatomy Of A Modern Merger: A Step-By-Step Guide For GCs appeared first on Above the Law.