Who doesn’t love a positive to-do checklist or blueprint? They lend a sense of control where otherwise there is mayhem and provide satisfaction as you check completed tasks off the list. It probably won’t surprise you to know that most M&A; buyers (especially institutional and private equity buyers) have checklists and blueprints of their own when working through an M&A; transaction. And that’s a good thing – to a degree.

A checklist or blueprint provides a starter roadmap, ensures that no major deal component falls through the cracks, and they outline the types of key legal agreements required to thoroughly address the situation.

But there can be a dark side to these checklists and blueprints. If the phrase “we always do it this way” sends an involuntary shiver down your spine, you understand the flip side. A buyer’s preexisting checklist or blueprint can become a bit of a trap, freeing dealmakers from thinking too hard about the details of your specific transaction and discouraging creative thinking.





If your buyer has relegated your transaction to the completion of their checklist or overly rigid adherence to their blueprint, it’s a red flag. We can tell you in our experience that more than once, the phrase “we have a checklist or blueprint for these deals” was effectively a kind and subtle way of indicating “here’s how we will get one over on you and maximize our positions at the expense of yours.”

With that in mind, consider the following situations we’ve dealt with recently, along with suggestions for handling them.

The Lazy Buyer

The lazy buyer is unable or unwilling (or both) to think or work outside the box. They are stuck on repeating things that brought them success in the past. “We always do it this way,” the lazy buyer asserts.

“Why reinvent the wheel?” Consider the over-lawyered, overly lengthy, in-your-face definitive legal agreements containing sections that have no bearing on your situation, or worse, which negatively impact your overall financial a

📌 “We Always Do It This Way” in M&A – Sellers Beware (Warangal)
🏢 Linden Law Partners
📍 Warangal