Community Bank CEOs: Find Legal Counsel Who Actually Knows Bank Sales
You trust your general counsel.
They've helped you through regulations, loan problems, and legal challenges for years.
When it's time to sell your bank, your first thought is probably to use them.
That could be a costly mistake.
Why Banking Lawyers Aren't Bank Sale Lawyers
Your general counsel might be great at banking law.
But selling a bank is completely different from their daily work.
Bank sales are complex with tight deadlines and buyers who know how to take advantage of lawyers with no experience.
Your general counsel knows regulatory compliance, loan paperwork, and employment issues.
But do they know how to write merger agreements that protect sellers?
Which buyer requests are normal vs. too much?
What fees buyers usually pay vs. what they try to stick you with?
If they're not doing bank sales regularly, the answer is probably no.
The Real Cost of No Experience
When you use lawyers with no deal experience:
- You get pulled into everything instead of running your bank
- The process drags on because learning takes time
- You pay for their education on your deal
- You miss opportunities because they don't know where to push back
The Advice That Changed Everything
During our sale, an experienced buyer pulled me aside after one of our meetings.
He asked who we were using for deal counsel.
When I said we hadn't decided, he said: "Get somebody with real experience.
You'll thank me later."
My first reaction was defensive.
Why was someone on the other side giving me advice?
After thinking about it, I realized he was being honest.
Looking back, he was absolutely right.
What Experienced Counsel Actually Does
Lawyers with lots of bank sale experience change everything:
They protect your time. They handle routine items and only pull you in on issues that truly need your attention.
They know what's normal. When buyers make crazy requests, experienced counsel pushes back right away.
They keep deals moving. No learning curves, no delays, no missed deadlines
They get you more money. They know which terms matter and how to negotiate them in your favor.
The "It Costs Too Much" Myth
Yes, experienced lawyers might charge higher hourly rates.
But the total cost is usually the same because experienced lawyers work very fast.
They don't waste time learning basics.
More importantly, good deal counsel can often negotiate terms that more than pay for their entire fee.
Finding the Right Counsel
Research recent bank sales in your area.
Look at press releases.
Who represented the selling banks?
Are there names that appear regularly?
Ask your investment banker for recommendations.
They know who's good.
Talk to other CEOs who've sold recently.
Who did they use?
Would they use them again?
When interviewing potential counsel, ask:
- "How many bank sales have you handled in the past 24 months?"
- "What's the typical size of the banks you represent?"
- "Can you give examples of deal terms you've negotiated that protected sellers?"
Listen for specific answers based on recent experience.
The Buyer's Perspective
Experienced buyers prefer dealing with experienced counsel because they keep deals moving.
When buyers see new counsel on the other side, they know the process will be slower.
Some buyers will even walk away rather than deal with the hassle.
Your General Counsel's Role
This doesn't mean your general counsel has no role.
They can handle employment issues, day-to-day legal matters, and regulatory compliance.
But the heavy lifting should go to specialists.
The Bottom Line
Your general counsel might be perfect for running your bank.
But unless they're actively doing bank sales, they're not the right choice for your sale.
Find counsel with deep experience in bank sales. Pay for expertise, not education.
Build relationships with experienced deal lawyers before you need them.
Your Action Plan
- Research recent deals - Who represented sellers like you?
- Get recommendations - Ask your investment banker and other CEOs
- Interview potential counsel - Ask specific questions about experience
- Build relationships now - Start meeting deal lawyers today
This is the biggest deal of your career.
Make sure you have the right legal team.
P.S. I'm not a lawyer, an accountant, or an investment banker. Just a banker who has been in your shoes.
There are no shortcuts or hacks in building the confidence needed for major strategic decisions.
Just proven approaches centered around preparation:
This approach will:
- Inform your strategic planning
- Guide your resource allocation
- Clarify your priorities
- Define your value proposition
This is how savvy bank leaders operate.
They build valuable institutions through preparation, allowing them to choose the optimal path forward on their own timeline – whether that's continued independence or a strategic transaction.
I’ll see you next week.
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