21 Jul “We Don’t Need to Involve Lawyers Yet”—The Oldest Trick in the Book (and Why It Costs Sellers Millions)

You’ve finally done it.

After years, maybe decades, of building your company from the ground up, you’ve attracted serious buyer interest. They seem genuinely enthusiastic, impressed by what you’ve built. You’ve had a few Zooms. The conversations feel “easy.” You’re starting to talk about numbers. Maybe there’s even a term sheet floating around.

And then they say it:

“Let’s not get the lawyers involved just yet. We’ll work out the big stuff first.”

Sounds reasonable, right? Friendly, even. Like they want to keep things collaborative and straightforward.

Not so fast.

That phrase is one of the oldest tricks in the book. And it works.  Not because it’s clever, but because it plays perfectly into a seller’s desire to keep momentum, avoid friction, and trust a buyer who seems “nice.”

But here’s the truth: it’s the moment the real game begins.  And you’re walking onto the field unarmed.

Why Would a Sophisticated Buyer Discourage Lawyers?

Buyers don’t dislike lawyers because they’re expensive or combative.

They dislike lawyers because a good lawyer keeps their usual tactics in check.

Without your lawyer involved early, buyers can:

• Slip in “standard” clauses that heavily favor them
• Set expectations around price, structure, and timing that are hard to unwind
• Get you emotionally committed before key protections are negotiated
• Use your trust against you.  Only to shift terms at the 11th hour

The phrase “we don’t need lawyers yet” is code for: “Let us get what we want before your attorney shows up and ruins it.”

The Psychology: Why Sellers Fall for It

You’ve poured your life into your business. You’re emotionally attached, maybe even exhausted. You want this process to go smoothly. You want to believe the buyer has integrity. You want to get the deal done and ride off into the sunset.

So when the buyer says, “Let’s keep it between us for now,” you want to say yes.

And that’s exactly why you’re most vulnerable at that moment.

Sophisticated buyers, especially private equity firms or strategic acquirers, have negotiated hundreds of deals. They know how to push your buttons, pace the conversation, and offer enough flattery to disarm even the most seasoned CEO.

Meanwhile, you’re doing your first (and likely only) deal. You don’t want to come off as difficult. You don’t want to “slow things down.” And above all, you don’t want to blow it.

That’s how sellers lose millions.  Before a single contract is signed.

The Hidden Dangers of “No Lawyers Yet”

1. You’re Locking in Bad Terms at the LOI Stage

Most sellers don’t realize the Letter of Intent (LOI) is where buyers gain the most leverage. It may not be binding in full, but it often sets:

• Purchase price
• Structure (asset vs. stock sale)
• Key deadlines
• Exclusivity provisions
• Working capital expectations

If you sign it without an attorney reviewing it, you’re tying his hands behind his back in trying to protect you.  By the time your attorney reviews it later, the pieces on the chess board have already been moved.  The buyer can say:

“We already agreed on that.  You’re not trying to go back on it now, are you?”

2. The Buyer Controls the Narrative

With no attorney advising you, you’re relying on their version of what’s fair, what’s “market,” and what’s standard. Hint: it’s never in your favor.

They’ll tell you escrow is “just a formality,” earn-outs are “a show of good faith,” and indemnities “never really come into play.”

All of it sounds fine.  Until your payout is reduced or your liability exposure explodes.

3. You Lose Your Walk-Away Power

When you get too far down the path without legal review, it becomes emotionally and practically harder to pull the plug.

You’ve told your spouse. You’ve shared the news with key employees. Maybe you’ve started spending the money in your mind.

At that point, buyers know they can start pushing terms.  And you’ll say yes just to get it done.

The Truth: A Good Lawyer Doesn’t Slow Down a Deal—They Save It

The right M&A lawyer doesn’t create problems.

They reveal the problems already hiding in plain sight.

They protect your:

• Net payout
• Timeline
• Risk exposure
• Reputation
• Peace of mind

The best part? Involving an attorney early often makes the deal go smoother, because you catch the landmines before you step on them.

The Buyers Who Say “No Lawyers Yet” Know Exactly What They’re Doing

This line isn’t accidental.

It’s strategic. Intentional. And it works.  Because so many sellers want the deal to feel easy.

But here’s what’s not easy: finding out too late that the “simple” terms you agreed to will cost you 20–30% of your sale price… or expose you to lawsuits… or leave you stuck in the business for years longer than you planned.

Buyers want you unprotected. We want you prepared.

Apply to Work With Us

At Garza Business & Estate Law, we work with a select group of business owners every year who are selling their businesses and want to do it right.  More importantly, they’re willing to invest in the right guidance to do it right.  

We don’t just “review paperwork.” We protect your legacy.  Starting from the first handshake all the way to the wire transfer.

If you’re talking to buyers now, or even just thinking about selling, don’t wait until it’s too late.

Apply here: https://lgarzalaw.com/schedule-online/

We’re not a fit for everyone. But if you’re ready to sell smart, and walk away on your terms, we’re ready to fight for every dollar you’ve earned.Because the only thing more expensive than a good M&A lawyer…
is not having one.