Undertaking a transaction can be a trying time for a GC. In addition to making sure all the details run smoothly and deadlines are met, GCs’s are tasked with working with the executive team to manage their expectations, negotiate packages, and ensure relationships remain intact when the transaction is complete. 

During last months’ 2023 TechGC PE Buyout M&A Virtual Forum, Doug Mandell, Global Head of Founder Practice at Withersworldwide, and Zareena Javed, General Counsel at Drift.com, Inc. (DRIFT), provided advice on how GCs can effectively work with the executive team during a transaction. 

Read on for 3 takeaways from their discussion:

Prepare, prepare, prepare

Stack the deck in your favor by putting in the work early. From the day you incorporate, structure everything from the very outset to be in your benefit in the event of any sort of transaction. You should also make sure that finance and legal are extremely aligned – this will enable you to act quickly if and when you have to move forward with a transaction. 

It’s important to remember how valuable your company data will be in the event of a transaction. From day one in your role, try to run extremely tight processes for vendor vetting. Get in the weeds and really understand which third parties have access to your data, and how they’re using it. In general, it’s a good idea to create a privacy program at your company as soon as can so that you fully understand company data flows and potential risks.

Putting in the work early will make everything go much more smoothly with your executive team, so start now. In addition to setting up the framework for success well before the transaction, get alignment from executives as soon as possible by understanding their objectives, major concerns, and non-negotiables. Read more about how to prepare your team for a transaction. 

Understand what makes PE buyers different

It’s important to note the major difference when it comes to PE transactions. They’re generally more aggressive when it comes to negotiation, and often have larger goals beyond simply buying the company. Because of this, PE deals are often much more complex when it comes to structuring and equity, which are extremely important issues for executives. As a GC, make it a priority to find outside counsel and advisors to help fill up any gaps in your team’s expertise as soon as possible.

In general, private equity teams often have a “my way or the highway” attitude. When things start to get tough, don’t forget to remind yourself and your executive team that you have something extremely valuable that the acquirer wants. 

“Remember that you have something they want very badly that they’re willing to pay you a lot of money for, so take time to get your expectations out there. Consider what’s necessary for you to have in that agreement and push for it.”

Invest time in 1:1 conversations

To truly understand what your team wants and expects, you’ll need to invest lots of time in having private, candid conversations with each of your executives, both at the beginning and throughout the entire process to gauge how they’re feeling. 

Everyone on your team will have different goals, especially when it comes to newer execs (less equity) and execs who’ve been with the team since day one (more equity). People will even have different opinions on whether or not they want to work for a PE. Make sure you get clear, direct, answers for your executives and know where they stand on all the issues that will have an impact on them in the deal. In return, be honest with them – let them know if there are going to be undesirable terms that they’ll have to accept if the deal goes through. 

Don’t forget that it’s also common for execs to have their own attorney as it’s a conflict of interest for the GC to represent the founder. 

“You can’t represent the executives you represent as it’s a conflict of interest. I would recommend that similarly aligned people could have the same council, so that they negotiate one agreement that applies to all of them. That would be a lot more advantageous, just in terms of not slowing down the deal and the amount of people to wrangle.”

The more lawyers you have involved in your deal, the more complicated it will be – and some buyers won’t even want to negotiate with individual lawyers. Get a lay of the land as early as possible to simplify things as much as possible and prevent the deal from failing.


PE transactions can be complex and intimidating, especially if you’ve never navigated one before. As a GC, your job is to get the best possible outcome for your team – and don’t forget that includes you, too. The earlier you can prepare your team and wrap your head around the complexities of a PE deal, the better the outcome will be for you and your executive team. 

TIf you’re a GC navigating new and challenging situations for the first time, join us for our First Time GC Conference. Want more tips from industry experts and peers on how to be an effective GC and accelerate your legal career? Request an invite to join the members-only TechGC community.