Surgeon or Sage: What Your M&A Lawyer Should Be

The Sage Model, and Why It Fails

A lot of legal marketing is built around the idea of the attorney as quarterback: the person who calls every play, weighs in on financing, operations, and strategy, and runs point on the entire transaction. In my experience, that model sounds reassuring but works against you. It's expensive, because you're paying attorney rates for work someone else on the deal team is better positioned to do. It's also slow, because every decision routes through one person who was never meant to own the whole field.

I think about the role differently. The way I describe it to clients is closer to a surgeon than a quarterback.

"A lot of legal marketing right now is built around the phrase quarterback. An attorney can be a quarterback. But that costs a lot of money, and it's very inefficient for most people. The way I think about an attorney's role in a solid deal is more like a surgeon. The attorney comes in and offers surgical value at strategic moments. Every time, the value justifies the fee."

Sage-style lawyering is also where over-lawyering comes from. When an attorney weighs in outside their lane, on operational decisions, on financing terms, on things the CPA or the lender is already handling, the deal slows, legal bills climb, and the rest of the deal team gets frustrated. None of that adds legal protection. It just adds friction.

The Goalkeeper Analogy

I coach soccer, and the clearest way I've found to explain lane discipline is with a goalkeeper. A top goalkeeper is exceptional at one job. Nobody expects that same goalkeeper to line up at center midfield the next game just because they're a strong athlete. Staying in position at a high level beats trying to do everything at a mediocre one.

"You would not have an elite-level goalkeeper lining up at center mid in the next game."

An M&A attorney's lane is the legal side of the transaction: deal structure, the purchase agreement, indemnification, closing mechanics. A financial advisor's lane is the numbers. An operator's lane is the business itself. Breadth of experience is valuable, and an attorney who has started, scaled, or exited companies brings real judgment to the table. But that breadth should inform depth in their own lane, not become a reason to step into everyone else's.

The Van Gogh Principle

There's a version of this idea I picked up from coaching, at the highest license level offered in this country: master the rules before you're allowed to break them. Applied to deal work, a strong attorney knows the standard framework cold, indemnification caps, survival periods, working capital adjustments, and then bends it surgically to the specific deal, risk profile, and goals in front of them. A mediocre attorney just follows the template.

"The framework isn't the ceiling. It's the floor."

The framework is the floor, not the ceiling. Knowing it is the baseline. Knowing when and how to depart from it, in your favor, on your specific deal, is where the actual value shows up.

"Handle Everything" Is a Red Flag

I tell clients to be wary of any attorney who promises to handle everything on their deal. It sounds like thoroughness. It's actually a bottleneck. A single person cannot be the best-positioned expert on legal structure, financing, operations, and strategy at the same time, and an attorney who claims otherwise is either overselling or planning to bill you for work someone else should be doing. What I look for instead, and what I try to be for my own clients, is an attorney who stays surgical, has real breadth, but deploys it with precision at the moments the deal actually needs it.

Read the Engagement Letter

Whatever role you hire counsel for, the engagement letter is where that role gets defined. I've seen engagement letters quietly become a problem for clients who never read past the signature line.

"Read your engagement letter. Please read your engagement letter, because a lot of the time you're going to have a flat fee that isn't tied to any sort of milestone or any sort of performance. You might have just forfeited your entire legal fee because they drafted a killer engagement letter."

Whatever the fee arrangement, the engagement letter should say which phases of the deal the attorney covers and what you can expect at each one. Ask that question before you sign, not after.

Fractional Counsel vs. Salaried In-House Counsel

The same incentive question applies to the choice between outside deal counsel and a salaried in-house attorney. Once someone is on salary, their financial incentive changes.

"It all comes back to incentive. If you hire an in-house counsel on a salary, suddenly they have a brand new incentive, which is to do as little as possible."

That isn't a knock on in-house counsel as a role. It's a description of what a fixed salary does to incentive once the urgency of a specific transaction isn't driving the relationship. For a business owner working through one deal, or a handful of deals over a few years, engaging outside counsel whose fee is tied to the transaction keeps the incentive aligned with getting the deal done right, not with minimizing effort.

If You Are the Buyer

Look for an attorney who asks precise questions about deal structure and risk allocation rather than trying to run diligence on the target's operations or second-guess your financing plan. Those aren't their lane, and an attorney who insists on owning them anyway will slow your deal down. Ask how they're staffed on your transaction, and ask them to walk you through the specific moments they expect to be involved.

If You Are the Seller

The same discipline matters on the sell side. An attorney who tries to weigh in on your broker's marketing strategy or your CPA's tax positioning, instead of focusing on representations, indemnification caps, and closing mechanics, is spending your legal budget outside where it does the most good. Read your engagement letter before you sign it, and ask what happens to the fee if the deal structure changes mid-process.

Where the Standard Guide Differs

Our guide on what an M&A attorney does and our checklist on how to choose a business acquisition lawyer walk through the functions an attorney performs and the criteria to evaluate before hiring one. This page is a viewpoint, not a how-to: it's my opinion on the model that produces those functions well, and why an attorney who tries to do more than their lane usually does the underlying job worse, not better.