This is the most important criterion and the one most commonly overlooked. A lawyer who spends the majority of their practice representing acquirers has developed instincts calibrated to the buyer's position. Their read on what is "market" for representations and warranties, indemnification baskets and caps, survival periods, and MAC definitions has been shaped by hundreds of deals where their job was to maximize the buyer's protection and minimize the buyer's risk. That is not the same job when you are the seller.
This does not mean a primarily buy-side lawyer cannot represent sellers — it means you should ask. What percentage of your M&A transactions in the last two years have been sell-side representations? What were the deal sizes? What does your typical engagement look like for a founder-led technology sale in the $50M to $300M range? If the answers are thin or redirect toward firm reputation rather than personal experience, your interests are being served by someone whose muscle memory points the other direction.
Investment bankers regularly recommend law firms to their sell-side clients. The mechanism sounds like a service — your banker wants the deal to close and wants a lawyer who can keep up — but the referral reflects the banker's working relationship with that law firm, not an independent assessment of who is best for you. A law firm that consistently receives referrals from a specific banker has an economic incentive to preserve that relationship. That incentive does not always conflict with maximizing your outcome, but it sometimes does, and it structures the entire representation in ways that are difficult to observe from the outside.
The specific risk: a lawyer who has a strong relationship with your banker may be more deferential to the banker's process preferences, less willing to push back on timeline pressure that benefits the banker but may not benefit you, and more likely to treat the banker's read on deal terms as authoritative. None of this is necessarily conscious. It is structural.
In technology M&A, pattern recognition matters. A lawyer who has handled many sell-side technology transactions has seen the pressure points — where buyers push hardest in due diligence, how earnout structures get gamed post-close, how indemnification claims get manufactured from representations that seemed innocuous at signing, where the working capital adjustment becomes a mechanism for post-closing price reduction. This knowledge does not come from reading about deals. It comes from being in them.
It also tends to be quiet. The best sell-side technology lawyers are frequently not the most visible members of their bar associations or the most active conference speakers. Their clients, by definition, have sold their companies. They don't have ongoing relationships to maintain with those clients in the way a company counsel relationship continues for years. Reputation in this space is real but diffuse. You find it by asking other founders who have sold companies what the experience of being represented was actually like.
Ask these specifically, not as pleasantries but expecting actual answers:
A lawyer with genuine sell-side depth will answer these questions directly and specifically. Their answers will reflect a point of view formed by experience. If the answers are generic or pivot to firm credentials, you are hearing a pitch, not an assessment.
In a founder-led technology sale, the economics of management — carve-outs, acceleration, what happens to unvested equity, how the consideration is allocated between common and preferred — are often as important as the headline number. A lawyer who primarily represents institutional sellers or PE-backed companies has experience with a different set of concerns. Founder economics require someone who understands the full cap table, the liquidation preference stack, how SAFEs and convertible notes convert in the transaction context, and how to structure the deal so that the people who built the company receive value proportionate to that contribution.
If there is any possibility the transaction is an acquihire — meaning the buyer's primary interest is the team rather than a revenue-generating business — the legal considerations shift significantly. IP assignment, retention package structure, treatment of underwater options, the scope of non-competition and non-solicitation covenants, and liability coverage for the acquired employees all become primary concerns. This is a distinct skill set from conventional M&A representation. If acquihire is a plausible outcome, confirm that your counsel has specific acquihire experience, not just general M&A experience.
In technology M&A, the standard transaction documents are not neutral. The publicly available acquisition agreement forms that most transactions start from are buy-side documents — drafted to protect the acquirer, with indemnification structures, MAC definitions, and representation packages calibrated to minimize buyer risk. Every deviation from that baseline must be negotiated from a position of arguing against the form. This is the structural reality of most technology sales, and a good sell-side lawyer understands it from the first markup.
Sellers also routinely face implied or direct pressure that the deal will fall apart if they push back on terms. "The buyer will walk." "This is our standard form." "We're seeing a lot of interest from other targets." Some of this is genuine. Much of it is not. A lawyer who has handled enough sell-side transactions has seen these postures enough times to calibrate them — to distinguish real deal-breaking concerns from standard negotiating pressure, and to know when to hold a position and when to make a trade. The right outcome is a deal only when the deal is actually right.
What you want is a lawyer who is genuinely unfazed by these dynamics. Not combative, but unmoved by tactics. Comfortable walking away from a bad deal. Oriented entirely to your outcome rather than to closing the transaction itself.
At large firms, a common structure is for a named partner to lead the engagement while associates handle the day-to-day drafting, negotiation calls, and due diligence management — with the partner appearing in supervision entries and reviewing final work product. This arrangement is efficient for the firm. It is often not efficient for you.
In a sell-side transaction, the quality of judgment applied to the markup of an indemnification clause or the response to a due diligence request matters in real time. That judgment should come from someone with extensive experience, not from an associate who was assigned your matter six weeks ago. More practically: the person who learns your business, understands your cap table, and knows the history of your representations is the person who should be in the room when it gets complicated.
Ask directly before engaging: who does the drafting and who handles the negotiation calls? What is the partner's personal involvement on a transaction of your size? A good answer is specific — "I draft the key sections, I'm on every substantive call, I bring in associates for due diligence organization and research." A vague answer about the firm's resources tells you something. The billing relationship should be transparent: the person whose name is on your invoices should be the person you speak with every day the deal is moving.
Every criterion above is secondary to this one. The most important quality in a lawyer you trust with the sale of your company is integrity. An honest, hard-working attorney who will do what is right for you — and only what is right for you — is worth more than credentials, experience, and billing rate combined.
In a sell-side transaction, pressure comes from multiple directions: from the buyer, from the banker, from investors with their own liquidity preferences, sometimes from your own board. A lawyer with integrity will tell you what you need to hear in each of those contexts, not what makes the process smoother or what preserves their relationships. That means placing your interests above everyone else's — above the banker who referred them, above the opposing firm with which they have a collegial history, above their own interest in a closed deal. Above everyone, including people they know well.
This quality shows up in the uncomfortable moments. Ask about a deal they walked away from recommending. Ask about a time they pushed back on something everyone else in the room wanted to proceed with. The answer tells you what the representation will actually look like when the stakes are real.
Gurpreet S. Bal is a Partner at Foley & Lardner LLP in Silicon Valley, where he advises technology companies, founders, and investors on SAFE financings, venture capital, mergers and acquisitions, acquihires, and IPOs. He has represented clients in hundreds of transactions with aggregate deal value exceeding $60 billion across AI, semiconductors, fintech, and emerging technology. Prior to his career as a corporate lawyer and transaction advisor, he served with the U.S. Department of Justice and as an international and cross-border tax advisor at a Big 4 accounting firm.