Featuring insights from lawyer Valery Rogalskiy

In the high-stakes world of mergers and acquisitions (M&A), headlines often spotlight CEOs, investment bankers, or shareholders. But behind every successful deal, there’s a critical figure working quietly, precisely, and relentlessly to ensure it all holds together legally and strategically: the lawyer.

M&A transactions are more than just financial calculations and business synergies - they are complex legal undertakings that can make or break a company's future. According to Valery Rogalskiy, a seasoned M&A lawyer with a track record of advising both buyers and sellers in high-profile transactions, “the legal strategy behind a deal is just as important as the commercial one.”

The Lawyer’s Strategic Role

While lawyers are often seen as technical experts, in M&A they are also strategic partners. From the earliest stages of a deal, the legal team plays a vital role in:

1. Structuring the Deal

Before negotiations even begin, lawyers like Rogalskiy assess how best to structure the transaction - asset purchase, share purchase, merger, or joint venture. Each format has distinct legal and tax implications. A poorly structured deal can lead to regulatory issues, tax inefficiencies, or unintended liabilities.

2. Due Diligence

Due diligence is the deep dive that reveals hidden risks. Legal teams investigate everything from corporate governance and contracts to intellectual property, employee issues, and pending litigation. “Missed legal risks during diligence can turn a winning deal into a disaster,” warns Rogalskiy.

3. Regulatory Compliance

From antitrust clearances to cross-border approvals, M&A deals often require navigating multiple layers of regulation. A misstep here can delay or derail the entire process. Rogalskiy notes that proactive legal foresight helps minimize friction and ensure timely execution.

4. Negotiation and Risk Allocation

Lawyers draft and negotiate key documents - share purchase agreements, warranties, indemnities, and covenants - that define the rights and responsibilities of each party. They work to allocate risk fairly and protect their client’s interests without stalling the deal.

5. Post-Closing Integration

Even after the papers are signed, the lawyer’s job isn't done. “We help manage legal integration - aligning contracts, policies, and corporate structures under the new entity,” Rogalskiy explains. Smooth integration is essential to realizing the deal’s full value.

Trusted Advisor, Not Just Legal Technician

Today’s M&A lawyers are expected to understand the business, not just the law. Valery Rogalskiy exemplifies this modern approach, often acting as both legal counsel and strategic advisor. “I don’t just tell clients what they can do. I help them understand what they should do to make the deal work long-term,” he says.

This perspective is especially valuable in cross-border or multi-party deals, where legal, cultural, and commercial interests must align. A well-informed legal strategy can be the difference between success and failure.

Conclusion

Every M&A deal is a blend of vision, negotiation, and precision. While the headlines may go to the executives, the success of the deal often hinges on the lawyers operating behind the scenes. Professionals like Valery Rogalskiy remind us that a great lawyer isn’t just a risk manager - they are a dealmaker in their own right, ensuring that bold business moves are built on a solid legal foundation.