Who’s Who on a Deal

2.1The map of the table

Picture the first all-parties meeting on a deal. Twenty faces on a video call, half of whom you have never heard of. It helps enormously to know that everyone on that call belongs to one of three camps: the buyer’s side, the seller’s side, and the target’s management. The third camp is easy to miss, because the managers usually dial in from the seller’s link.

Each of the first two camps has the same internal shape: a client (the people who will actually sign and pay), surrounded by hired advisers — lawyers, corporate finance advisers, accountants and assorted specialists. Advisers advise; clients decide. You will spend most of your working day talking to other advisers, but every significant question ultimately travels up to a client decision-maker.

The third camp deserves special attention, because new joiners routinely get it wrong. In a share sale, the seller is the shareholder — in Project Sunrise, Meridian Fintech Ventures. The people who run the target day to day usually are not selling anything at all. They answer the due diligence questions, give the management presentations and, crucially, stay with the company after completion, working for the buyer. Their interests overlap with the seller’s, but they are not identical. The seller wants the highest price and a clean break. The managers want the deal to happen smoothly and want to look good to their future owner. They are often financially incentivised to get the deal over the line through transaction bonuses — one-off payments triggered by completion. The Sunrise SPA quietly confirms this: Schedule 4(c) permits up to €350,000 of transaction bonuses to named individuals as “Permitted Leakage”. (Why bonus payments need “permitting” at all is a locked-box story for Chapter 9.)

2.2Inside the client

“The client” is not one mind. A corporate buyer like Atlas contains at least four voices, and knowing which one you are hearing matters.

Corporate development is the in-house M&A team: they find targets, build the valuation model, own the commercial case for the deal and project-manage it internally. On Sunrise that is Priya Nair’s team. They are your most frequent client contact, and they live and breathe the deal — sometimes to the point of wanting it slightly too much, since an abandoned deal is a hole in their year.

In-house legal is headed by the general counsel — or, at Atlas, a Chief Legal Officer, Jonathan Hale. It chooses and instructs the external law firm, translates legal risk into terms the board can weigh, and controls legal spend. When your firm says “the client has instructed us to concede the point”, this is usually who instructed. Notice that Hale signed the Sunrise SPA for Atlas under a power of attorney — in-house lawyers are often the signing machinery as well as the filter.

Finance — the CFO and treasury team — must actually fund the €42 million. It is no accident that the SPA makes the Buyer warrant, in clause 8.6, that it will have “immediately available funds” at Completion: someone in Atlas’s finance team owns that promise.

And above them all sits the board. The deal team negotiates and recommends; only the board of directors approves entering into the transaction. The SPA again leaves a fingerprint: Part B of Schedule 2 obliges Atlas to hand over at Completion a certified copy of the board resolutions authorising the deal. For a listed buyer, a large enough acquisition can even require a shareholder vote under the listing rules — Sunrise is well below that threshold, but the board approval was non-negotiable.

One more Sunrise detail: the SPA defines a “Buyer’s Deal Team” — Nair, Hale and Lindqvist — and uses it in clause 9’s buyer-knowledge exclusion (clause 9.6). What those three individuals actually knew at signing can bar a warranty claim. Who counts as “the client” is sometimes a negotiated legal question, not just an org chart.

2.3The lawyers — including you

Each side’s law firm fields a core team of three layers. The lead partner (Marcus Feld for Atlas, Rachel Adeyemi for Meridian) owns the client relationship, sets negotiating strategy and appears personally for the crunch points. The crunch points are the calls where the last five open issues on the SPA get horse-traded. The senior associate is the engine room: producing or marking up the main transaction documents, running the specialist teams, fielding the daily calls, and deciding what is worth escalating to the partner.

Then there is the junior associate — you. Your work is concrete and it is the connective tissue of the deal: reviewing data room documents and drafting sections of the due diligence report (Chapter 7); keeping the conditions-to-completion checklist current; running the working documents list; and drafting the ancillary documents — the shorter agreed-form documents that orbit the SPA. Look at Part A of Schedule 2 of the Sunrise SPA: a share transfer form; resignation letters for Daniel Okoye and Saoirse Whelan, Meridian’s two appointees on the target’s boards; board minutes approving the transfer and appointing new directors; a power of attorney; bank mandate changes. Every one of those documents must exist, in agreed form, before completion — and the person who drafts, circulates and chases them is almost always the most junior lawyer in the room.

Around the core team sit the specialists, borrowed from other departments for their slice of the deal: tax (deal structure and the tax covenant), employment (the Senior Employee contracts and incentive plans), IP/IT (who actually owns “Helia”, the trading platform the target’s business runs on — see warranty 7.1, which answers it), regulatory (MiCA and the CBI condition) and competition (checking early whether any merger control filing is needed — on Sunrise, none was). The senior associate routes questions to them; you will often be the one collecting and chasing their input for the DD report.

Finally, local counsel: lawyers in the target’s own jurisdiction. The law that governs the contract is not the law that governs the company. The Sunrise SPA is expressly English-law (clause 17.1). But Solaris is an Irish company, so Irish counsel are needed for the share transfer formalities (Irish company law steps, stamping, writing up the register), for Irish-law due diligence, and above all for the CBI qualifying-holding process. Clause 5.2 requires Atlas to kick off that process within 15 Business Days of signing. Polish counsel look after the due diligence on Solaris Tech Services sp. z o.o. A junior’s job here is coordination: local counsel are brilliant on their own law and entirely dependent on you for context, documents and deadlines.

One thing surprises every trainee: the law firms are not just drafters — the completion money itself flows through them:

A solicitors’ client account is a segregated, regulated bank account in which a firm holds money belonging to clients. Routing the €42 million through Farrow & Kent’s client account gives everyone certainty. Atlas knows that the moment the funds arrive it has performed — a good discharge. Atlas need not police how the money is then split between the seller, its investors and its advisers. Meridian knows a regulated firm, not the counterparty, controls release of the funds. Solicitors sit inside the deal’s plumbing, not beside it.

2.4Corporate finance advisers

Corporate finance advisers — investment banks on larger deals, boutique advisory houses on smaller ones; everyone says “the bankers” either way — are the commercial engine of a sale. A seller granting a sell-side mandate hires them to value the business, prepare the marketing materials, identify and discreetly approach potential buyers, and run the sale process. The marketing materials are a one-page anonymous teaser and a fuller information memorandum (IM) describing the business to bidders. Where several credible bidders exist, that process becomes an auction: parallel bidders, staged bids and deliberately maintained competitive tension (the mechanics get their own treatment in Chapter 5). The bankers, not the lawyers, typically negotiate the headline commercial terms: price, deal structure, exclusivity.

On Sunrise, Meridian mandated Harborne & Co, who valued Solaris, prepared the IM and approached a shortlist of strategic buyers in the payments sector. Atlas emerged as the serious bidder, and the process narrowed to a single negotiation. Buyers can have banks too — a buy-side adviser advising on valuation, tactics and financing — but a serial acquirer with a strong corporate development team, like Atlas, often runs the buy side in-house.

Now the part that explains banker behaviour: the fee. A typical mandate pays a modest monthly retainer — enough to keep the adviser attentive — plus a success fee. The success fee is a percentage of the price, often single-digit millions on a deal like Sunrise, payable only if the deal completes. The percentage aligns the adviser with a higher price. But the “only if” aligns them far more powerfully with the deal happening at all. A transaction that dies pays the bankers almost nothing, however brilliant their work.

2.5Accountants and the other specialists

The buyer’s due diligence accountants investigate the numbers. Financial due diligence is not an audit. It asks whether earnings are sustainable and honestly presented (a “quality of earnings” review), and what the true debt and working capital position is. On a locked-box deal like Sunrise, it also asks whether the locked box accounts can be trusted, since the whole price hangs off them. Tax due diligence usually runs alongside. On Sunrise, Atlas engaged Calder Fox LLP for both. Their findings feed directly into your work: a wobbly number unearthed by Calder Fox becomes a warranty, a price chip or a specific indemnity drafted by Blackwood & Steel. Diligence streams that do not talk to each other produce SPAs with holes.

Warranty & indemnity (W&I) insurance is a policy under which an insurer, rather than the seller, pays out for warranty breaches; American lawyers call it reps & warranties insurance. It is arranged by a specialist W&I broker, who joins the deal during SPA negotiation — underwriters can only price a policy against a near-final SPA and finished diligence reports. It is now routine where the seller is a fund insisting on a clean exit. Note carefully: there is no W&I policy on Sunrise. Meridian stood behind its own warranties, capped at the levels in clause 9.4. Chapter 11 weighs W&I as an alternative.

PR and communications advisers matter whenever a party is listed. Atlas’s shares trade publicly, so news of the deal is price-sensitive: the SPA requires an agreed-form Announcement to be released at signing (clause 12.3) and bans freelance publicity. The comms advisers draft that announcement, prepare the leak-response script and brief analysts. Beyond them, deals pull in whatever specialists the target’s risks demand — cyber security reviewers for a crypto custodian, insurance diligence, pensions actuaries where there is a defined benefit scheme (Solaris has none), environmental consultants for factories.

2.6When each adviser joins

Advisers arrive in a predictable order, and the order tells you who shaped the deal. The sell-side bankers come first — often months before anyone else, sometimes before the seller has firmly decided to sell; the deal you join may exist because a banker pitched it. The lawyers arrive around the NDA and heads of terms: both are real legal documents. The 12 February 2026 Sunrise NDA was negotiated by the same two firms that later did the SPA, and the SPA still refers back to the NDA in clause 12.4. The DD accountants start once the data room opens and there is something to dig into. A W&I broker, where used, joins during SPA negotiation; the PR advisers surface just before signing, when there is something to announce.

The practical lesson sits in that bottom corner: arrival order is influence. By heads of terms the headline price and the locked box structure were already fixed — set by clients and bankers, not lawyers. Whatever stage you join, someone has already made decisions you must work within.

2.7How advisers are chosen and engaged

For any significant mandate the client runs a beauty parade — a handful of firms invited to pitch, sometimes against a written request for proposal (RFP). As the junior you may well help write your firm’s pitch documents. What actually wins them, in rough order: sector expertise (for Sunrise, real MiCA and payments experience, not a reformatted generic credentials page); a clean conflict position; the team who will actually do the work — sophisticated clients ask to meet the senior associate, not just the pitch partner, because they know who answers the phone at 11 pm; the fee structure; and plain chemistry — deals are three-month pressure cookers, and clients pick people they can bear to be locked in with.

The winner signs an engagement letter — the adviser’s own contract with the client, and a document juniors should learn to read, because its terms surface all deal long. Watch for:

• Scope and assumptions — what is included, and the assumptions (“one round of negotiation”, “no auction process”) whose failure reopens the fee.
• Fee basis — hourly, fixed or capped; what is an estimate and what is a promise.
• Fee caps and abort discounts — an abort discount reduces the fee if the deal dies, sharing the pain of a failed process between adviser and client.
• Liability cap — advisers cap their own liability to the client; on the other side of a deal, note that a capped adviser has limited skin in the game.
• Who the client is — which entity, exactly? The fund, the holdco or the target? It determines who the adviser owes duties to, and who owns the advice.

2.8Working together — and the junior at the hub

The first document circulated after kick-off is usually the working group list (WGL): everyone on the deal — client teams, both firms, bankers, accountants, local counsel — with organisation, role, email and phone. It looks trivial. It is not: it is the deal’s address book and its de facto confidentiality perimeter, because distribution lists get built from it. The junior lawyer owns the WGL — keep it ruthlessly current, and think before adding a name, because adding someone is in substance a disclosure decision.

Rhythm comes from all-parties calls — typically weekly — where each workstream reports progress against the timetable. The junior takes the note and circulates the action list afterwards. Quiet power lives there: the person who writes the action list decides what was agreed.

Between calls, discipline matters more than speed. Well-run deals observe a single point of contact rule: documents and positions flow through one channel on each side, usually senior associate to senior associate. It prevents the classic disasters — two versions of the SPA in circulation at once, or a junior innocently “confirming” something on a side-channel that the partner had reserved as a bargaining chip. Version control is part of the same discipline: one master draft at a time, numbered versions, every turn of the document sent with a redline against the last version. The Sunrise Data Room definition shows how seriously deals take the written record. The entire data room is indexed, archived onto USB drives and delivered to the Buyer’s Solicitors, so that years later no one can argue about what was disclosed.

Even the SPA’s boilerplate assumes the two firms of solicitors are part of the machine. Look at how formal notices must travel:

Both firms — and both lead partners, by name — are baked into the contract itself, so that a warranty claim notified in year six still lands on a lawyer’s desk. Notice the drafting care, too: the copy to the solicitors does not itself constitute notice — serving only the law firm is not serving the client. Day-to-day emails are informal; contractual notices follow clause 15 to the letter.

You now know the cast. The stage they perform on — the deal structures themselves, share sales, business sales and everything in between — is the subject of Chapter 3.