We’re honored to work with Richard Harroch, a member of our Executive Network and expert on M&A, venture capital, and startups. He has written 20 articles for Forbes on M&A and a 1500-page M&A treatise for Bloomberg. We spoke with him about AI in M&A, law firm tech adoption, and common seller mistakes. Check out the interview below.
MB: How do you see AI helping in the M&A lifecycle?
RH: The legal landscape in M&A is undergoing a significant transformation driven by AI. What once often required a large team of analysts, lawyers, and advisors working around the clock can now be accomplished more efficiently and accurately with AI-powered tools. From initial valuation assessments to due diligence and contract negotiations, AI is enabling faster transactions, better decision-making, and more favorable outcomes. In the area of due diligence especially, AI can significantly reduce the legal costs and time involved, particularly with respect to data rooms and disclosure schedules.
MB: Law firms have historically been slow adopters of new technology. Is that changing?
RH: It’s absolutely changing. Clients are expecting it and frequently asking about it. I’ve talked to a number of law firms who now list meaningful adoption of AI as one of their top three priorities. But it will take a significant push by law firms for real implementation. Short training videos alone won’t cut it. Once litigators and corporate lawyers actually use the AI tools and see how helpful they can be, adoption will accelerate. Think of AI tools being able to produce a solid first draft of a brief or another document important to a practice. Of course, the lawyer is still responsible for the final output.
MB: You’ve been involved in over 200 M&A deals. What are the most common mistakes you see companies make when trying to sell themselves?
RH: There are a handful of mistakes I see again and again.
First, management teams consistently underestimate how much work it takes to prepare for an M&A deal. They don’t grasp how extensive a buyer’s due diligence will be, and they’re simply not ready for it.
Second, and related to that, their data room is often incomplete, disorganized, or missing documents altogether. This is the repository for all the important documents a buyer will review, and its state alone can stall or kill a deal if a buyer looks at it and decides the company’s records are a mess.
Third, sellers sometimes negotiate a weak letter of intent and then find themselves stuck with those terms once it’s time to draft the definitive agreement.
Fourth, and this might be the biggest one: Companies narrow down to a single potential buyer too soon. The best deals happen when you have multiple buyers at the table because that’s what lets you negotiate price and terms against each other. Broadening your outreach — having your bankers go to every logical, and even maybe an illogical, buyer — is probably the single most important thing you can do to get the best price and terms.
Fifth, make sure you have the best advisors. You need investment bankers who know your space and know the buyers. You need M&A lawyers who’ve done hundreds of deals and can bring you solutions not just problems.
And if I can add a bonus one: Find a strategic buyer who truly wants what you have. I once represented a company with no EBITDA and barely any revenue, but it had technology that a buyer wanted badly enough to build into their tech platform, so they paid a huge premium for it — far more than any financial buyer like a PE firm would ever have offered. Finding the right strategic acquirer can matter more than any of the finance number crunchers.
For more insights, check out Richard’s article The Use of AI in Mergers and Acquisitions.
