The M&A Moment: What General Counsel Need to Know

Mergers and acquisitions (M&A) are having a moment. Companies are treating deals as a core growth strategy rather than an occasional maneuver, and boards are following suit. But as deal volume picks up, so does the pressure on teams to make sure each transaction holds up—legally, financially, and operationally.

For general counsel, that pressure lands on compliance. SEC filings during a transaction carry strict liability. Even good-faith errors can create exposure and the cost of getting it wrong can be steep. It requires tight integration with accounting, gaining efficiency as both teams work through the deal together.

Managing the information gap before rumors do it for you

Rumors of a pending transaction can spread faster than any disclosure plan, creating legal exposure and compromising deal integrity before the agreement is signed. For GCs, that’s a compliance and confidentiality risk as much as a legal one. Premature or inconsistent information can raise Regulation Fair Disclosure (Regulation FD) concerns and complicate trading windows well before anything reaches a formal filing.

The answer is structure: a clear information governance framework establishing who has access to deal documents and what requires approval before anything goes external. Don’t wait for rumors to surface to define it. A well-constructed communication protocol is both good governance and a defensible record of how sensitive information was managed throughout the deal. Write it down, and hold to it from day one.

Where accounting and legal have to move as one

A transaction runs on two parallel workstreams that rarely speak the same language. Accounting is building pro formas, working through purchase price allocations, and modeling the combined entity’s financials. Legal is negotiating terms, drafting disclosures, and preparing the filings that make the deal official. Each function depends on the other’s output, but too often they’re working from separate files and timelines.

In practice, that gap is a tooling problem and quite expensive. Purchase price allocations live in spreadsheets that don’t connect to disclosure drafts in legal’s system. Sign-off on a revised number happens over email, with no clear record of who approved what or when. When a number changes in the purchase agreement or a pro forma gets revised, someone has to manually track that change through to every downstream document—closing documents, registration statements, proxies, and 8-Ks included. By the time a change makes its way from accounting’s model into a legal filing, both teams are working from different versions of the same deal. There aren’t new problems, but the compressed deal timeline makes them acute and where hours disappear and errors creep in.

Modern technology platforms and AI are becoming the bridge to close that gap. According to a report from Bain & Company, nearly 80% of companies using generative AI in their M&A processes said that they benefit from reduced manual efforts. A shared system where a number update flows automatically to linked instances turns teams working in parallel into teams working from the same source of truth. Used as a driver rather than a back-office tool, technology shortens deal cycle times and lets organizations take full advantage of modern processes.

Legal holds the pen

By the final stages of a deal, legal is holding the pen and everyone’s work runs through them. Accounting’s numbers, outside counsel’s redlines, the advisors’ fairness opinions and disclosure schedules. Everything converges on the documents legal is responsible for finalizing and filing, on a timeline that doesn’t move. That makes legal the last line of defense.

Every version discrepancy, stale number that didn’t get updated, turnover that happened over email instead of a shared system—legal is the one positioned to catch it before the filing goes out. Managing that workflow well is risk management for the function with the most exposure when the deal closes.

A shared platform means one source of truth to work from, rather than reconciling versions manually against a deadline. GCs who insist on that infrastructure protect the function that carries the most risk when the ink dries.

What GCs should demand

M&A’s moment isn’t slowing down, and neither is the pressure that comes with it. GCs who treat compliance and workflow as an afterthought will keep absorbing risk that better infrastructure would have caught earlier. GCs who treat deal integration and modern technology as a strategic priority will move faster, with fewer surprises and a defensible record of every step along the way.

The real opportunity of the M&A moment is not just more deals, but a better way to run them. The right technology reduces risk, gives legal control of the final stages of a deal, and turns the function most exposed at closing into the one best equipped to move fast and get it right.

The Workiva Capital Markets solution pairs technology with deal experts who help GCs navigate transactions from signing through post-close reporting. To learn more, visit workiva.com/teams/legal.