Why successful M&A transactions need leadership and must not be driven by lawyers
by Stefanie Laura Wurzer, Managing Director & Partner, BlackSwan Capital
At BlackSwan, we have been supporting M&A transactions for many years on both the buy-side and the sell-side. Across all sectors, deal sizes, and constellations, one recurring pattern emerges
Transactions rarely fail because of legal risks.
They fail because of a lack of leadership in the process.
A particularly critical mistake occurs whenever lawyers stop safeguarding and start steering.
M&A is a leadership process not a legal project
Legal expertise is indispensable in every transaction. Contracts must be precise, robust, and enforceable. That is exactly why excellent lawyers are needed.
What M&A is not, however, is a purely legally driven project.
A successful transaction requires:
- clear economic priorities
- the ability to make decisions under uncertainty
- structured negotiation leadership
- process discipline and speed
- a deep understanding of the interests of all parties
These requirements lie outside the classic legal education. Not due to a lack of quality, but due to functional specialization.
When lawyers lead the deal loses momentum
In mandates where BlackSwan is brought in only at a later stage or takes over processes, we often observe the same symptoms:
- Lack of prioritization
Legally clean but economically irrelevant points dominate the discussion. - Overweighting of worst-case scenarios
Risks are viewed in isolation, without strategic or economic classification. - Negotiating positions instead of solutions
Legal argumentation replaces economic negotiation. - Loss of momentum
Iterations, comments, and counter-comments slow down the process. - Deal fatigue on all sides
Not because of the deal structure, but because of the process leadership.
Or, as our CEO puts it:
“Lawyers are there to legally safeguard a deal not to lead it.
As soon as legal logic replaces economic logic, the probability that a good deal fails increases.”
Martin Wolfram Steininger, CEO BlackSwan Capital
In many cases, the deal is still economically sound at this point, but emotionally already exhausted.
The role of BlackSwan as an M&A Advisor
Our approach at BlackSwan is clear:
Transactions need leadership.
We do not understand M&A as a documentation process, but as an integrated decision-making and negotiation process. Our task is to structure this process, set priorities, and drive it to a successful closing.
“A successful M&A process needs someone who keeps the big picture in mind, sets economic priorities, and has the courage to drive decisions. That is exactly the role of an experienced M&A Advisor.”
Csaba Csedő, Head of International Business Development, BlackSwan Capital
As an M&A Advisor, we take control of the entire process:
- from strategic preparation
- through structuring and positioning
- all the way to negotiation and execution
We prioritize topics, set the pace, moderate interests, and ensure that discussions take place where they create value.
We involve lawyers precisely where they deliver the greatest value:
in structuring, legal execution, and safeguarding the economic agreement
Clear roles create better results
From our experience, successful transactions only happen when roles are clearly defined:
- Process leadership & negotiation:
BlackSwan as M&A Advisor - Strategic decisions:
Owners and management - Legal safeguarding:
Legal advisors
This structure is not a claim to power, but a functional necessity. It creates:
- speed without carelessness
- clarity without escalation
- and solutions instead of blockades
Conclusion leadership beats perfection
M&A is not a legal optimization problem, but a decision-making process under uncertainty.
Legal perfection without leadership rarely leads to closing.
„Der beste Vertrag der Welt ist wertlos, wenn der Deal nicht zustande kommt. Unsere Aufgabe ist es, Transaktionen zum Abschluss zu führen nicht sie theoretisch perfekt zu machen.“
Stefanie Laura Wurzer, Managing Director & Partner, BlackSwan Capital
Lawyers are a central part of every successful transaction.
But they are safeguarding, not steering.
Or, as we put it at BlackSwan:
Never ever let your lawyer into the driver’s seat.
But never drive without them.
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