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Mergers and acquisitions (M&A) transactions represent some of the most complex, high-stakes work in corporate law. The M&A lawyer you hire will directly impact the success of your transactions, potentially saving millions in deal value or preventing costly legal complications. Traditional interviews often fail to reveal a candidate's true capabilities in the pressure-cooker environment of deal negotiations and due diligence.
Work samples and role plays provide a window into how candidates actually perform the core functions of M&A law. Rather than relying on self-reported accomplishments or hypothetical scenarios, these exercises allow you to observe candidates applying their knowledge to realistic challenges. This approach reveals critical skills that might otherwise remain hidden: their analytical precision, negotiation tactics, risk assessment abilities, and communication style under pressure.
For M&A lawyers specifically, practical exercises help evaluate a candidate's ability to spot issues in complex documents, navigate regulatory requirements, and balance legal risk with business objectives. These skills are difficult to assess through conversation alone but become readily apparent when candidates engage with realistic transaction scenarios.
The exercises below are designed to evaluate the essential competencies of successful M&A lawyers: analytical thinking, negotiation skills, attention to detail, and effective stakeholder communication. By incorporating these work samples into your hiring process, you'll gain deeper insights into each candidate's capabilities and make more confident hiring decisions for this crucial role.
Activity #1: Due Diligence Red Flag Analysis
This exercise tests a candidate's ability to conduct thorough due diligence—a fundamental skill for M&A lawyers. It evaluates their analytical thinking, attention to detail, and risk assessment capabilities by challenging them to identify potential legal issues in a transaction target's documentation.
Directions for the Company:
- Prepare a mock due diligence data room containing 5-7 documents related to a fictional acquisition target. Include items such as:
- Corporate formation documents with governance inconsistencies
- A material contract with problematic change-of-control provisions
- Employment agreements with unusual compensation terms
- Intellectual property documentation with potential ownership issues
- Regulatory filings with compliance concerns
- Intentionally include 8-10 "red flags" across these documents that would require attention during an acquisition.
- Provide the candidate with a brief company profile of the target and basic transaction parameters (deal structure, timeline, etc.).
- Allow 60-75 minutes for the exercise.
Directions for the Candidate:
- Review the provided documents as if conducting preliminary due diligence for a potential acquisition.
- Identify any legal issues or "red flags" that could impact the transaction.
- Prepare a brief memo (1-2 pages) or bulleted list outlining:
- The key issues identified
- Potential risks each issue poses to the transaction
- Recommended next steps for addressing each issue
- Any additional information needed to fully assess the risks
- Be prepared to discuss your findings and reasoning in a 15-minute debrief.
Feedback Mechanism:
- After the candidate presents their findings, provide feedback on:
- Thoroughness in identifying key issues (did they find the most critical red flags?)
- Quality of risk assessment (did they accurately gauge the severity of each issue?)
- Clarity and conciseness of their communication
- For improvement feedback, focus on one area where their analysis could be strengthened.
- Allow the candidate 5-10 minutes to verbally revise their approach to that specific issue based on your feedback.
Activity #2: Purchase Agreement Negotiation Role Play
This role play assesses a candidate's negotiation skills, contract drafting expertise, and ability to balance legal protection with business objectives—all essential for successful M&A lawyers.
Directions for the Company:
- Create a simplified draft purchase agreement (5-7 pages) for a fictional transaction with several problematic provisions.
- Prepare a one-page transaction summary and client objectives memo that outlines:
- Key deal terms (purchase price, structure, timeline)
- The client's primary business concerns and non-negotiable points
- Areas where the client is willing to compromise
- Assign an experienced team member to play the opposing counsel role.
- Provide these materials to the candidate 24 hours before the interview.
- Allow 30-40 minutes for the negotiation role play.
Directions for the Candidate:
- Review the draft purchase agreement and client objectives prior to the interview.
- Identify provisions that require negotiation to better protect your client's interests.
- During the role play, negotiate key terms with opposing counsel.
- Focus on:
- Representations and warranties
- Indemnification provisions
- Closing conditions
- Post-closing obligations
- Balance zealous advocacy for your client with maintaining a professional, solution-oriented approach.
- Be prepared to explain your negotiation strategy and reasoning afterward.
Feedback Mechanism:
- After the negotiation, provide feedback on:
- Strategic approach to negotiations (prioritization of issues)
- Technical legal knowledge demonstrated
- Effectiveness in advocating for client interests while finding compromise
- For improvement feedback, focus on one negotiation tactic or approach that could be refined.
- Allow the candidate 5-10 minutes to discuss how they would approach that specific negotiation point differently based on your feedback.
Activity #3: Transaction Structure Planning Exercise
This exercise evaluates a candidate's strategic thinking, knowledge of transaction structures, and ability to plan complex legal processes—critical skills for M&A lawyers who must design optimal deal structures.
Directions for the Company:
- Create a case study of a complex transaction scenario with specific business objectives and constraints.
- Include details such as:
- Buyer and seller profiles (public/private status, industry, size)
- Key assets and liabilities of target company
- Tax considerations
- Regulatory concerns
- Timeline constraints
- Financing considerations
- Provide a template for the candidate to outline their recommended structure.
- Allow 45-60 minutes for the exercise.
Directions for the Candidate:
- Review the transaction scenario and identify the key legal, tax, and business considerations.
- Develop a recommended transaction structure that addresses the client's objectives.
- Prepare a brief presentation (5-7 slides or equivalent document) that includes:
- Recommended transaction structure with rationale
- Key legal documents required
- Critical regulatory approvals needed
- Timeline for implementation
- Potential legal risks and mitigation strategies
- Be prepared to present and defend your recommendations in a 15-minute discussion.
Feedback Mechanism:
- After the candidate presents their plan, provide feedback on:
- Strategic thinking and creativity in addressing complex requirements
- Understanding of various transaction structures and their implications
- Comprehensiveness of risk identification and mitigation
- For improvement feedback, focus on one aspect of their structure that could be optimized.
- Allow the candidate 5-10 minutes to revise that specific element of their plan based on your feedback.
Activity #4: Client Communication Simulation
This exercise tests a candidate's ability to communicate complex legal concepts to non-lawyers—an essential skill for M&A lawyers who must explain complicated transaction issues to business clients.
Directions for the Company:
- Prepare a scenario involving a complex legal issue in an M&A transaction, such as:
- Regulatory approval requirements
- Representations and warranties insurance
- Earn-out provisions
- Material adverse change clauses
- Cross-border transaction complications
- Create a brief that provides technical details about the issue.
- Assign a team member to play the role of a sophisticated business client (not a lawyer) who needs to understand the issue.
- Allow 20-30 minutes for preparation and 15-20 minutes for the client meeting.
Directions for the Candidate:
- Review the technical brief about the complex legal issue.
- Prepare to explain this issue to a business client who is knowledgeable about business but not legal technicalities.
- During the simulated client meeting:
- Clearly explain the legal issue without unnecessary jargon
- Outline the practical implications for the transaction
- Present options for addressing the issue with pros and cons
- Make a recommendation
- Answer the client's questions
- Focus on being both technically accurate and accessible in your communication.
Feedback Mechanism:
- After the simulation, provide feedback on:
- Clarity of explanation and appropriate level of detail
- Ability to translate legal concepts into business implications
- Effectiveness in answering questions and addressing concerns
- For improvement feedback, focus on one aspect of their communication approach.
- Allow the candidate 5 minutes to re-explain a portion of the issue incorporating your feedback.
Frequently Asked Questions
How much time should we allocate for these work samples in our interview process?
Each exercise requires 1-2 hours including preparation, execution, and feedback. We recommend selecting 1-2 exercises most relevant to your specific needs rather than attempting all four. The due diligence and negotiation exercises provide the most comprehensive assessment of core M&A skills.
Should we use the same exercises for candidates with different experience levels?
You can adjust the complexity of these exercises based on experience level. For junior candidates (3-5 years), simplify the scenarios and focus more on technical skills. For senior candidates (7+ years), emphasize strategic thinking and client management aspects.
How should we evaluate candidates who approach problems differently than our current team?
Different approaches can bring valuable perspective. Evaluate candidates on the soundness of their reasoning and whether their approach effectively addresses the core issues, not on whether they match your existing processes. The legal field benefits from diverse thinking styles.
Can we customize these exercises for our specific industry focus?
Absolutely. Tailor these exercises to reflect your firm's industry specialization by incorporating relevant regulatory considerations, typical transaction structures, and common issues in your sector. This will help assess candidates' familiarity with your specific practice area.
How do we ensure these exercises don't disadvantage candidates from different backgrounds?
Provide clear instructions and equal preparation time to all candidates. Avoid scenarios that require specialized knowledge of niche industries or uncommon transaction types unless directly relevant to the role. Focus evaluation on reasoning and approach rather than specific prior experience.
Should we compensate candidates for the time spent on these exercises?
For exercises requiring substantial preparation time (especially those with pre-work), consider offering compensation for candidates' time. This demonstrates respect for their expertise and ensures candidates from all financial backgrounds can participate fully.
The hiring process for M&A lawyers deserves the same careful due diligence you would apply to a major transaction. By incorporating these practical work samples, you'll gain invaluable insights into how candidates actually perform under conditions similar to the real work environment. This approach not only helps you identify the most qualified candidates but also demonstrates to top talent that your organization values substantive legal skills over interview performance alone.
For more resources to enhance your hiring process, check out Yardstick's AI Job Description Generator, AI Interview Question Generator, and AI Interview Guide Generator. You can also find the complete job description for a Mergers & Acquisitions Lawyer at Yardstick's M&A Lawyer Job Description.
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