Architects and Builders

Architects create the design. Builders build to the design.

It’s a basic distinction, and those two different functions probably exist in just about any type of professional service (though sometimes they are combined in the same person).

But the legal world, particularly in M&A, it sometimes takes a wrong turn.

Yesterday I was approached by the seller asking me to look at the heads of terms for the sale of their company.

The heads of terms are the design: the SPA itself is just the build out of the design.

The heads had been put together by the buyers themselves, not by their lawyers. There’s nothing wrong with that in itself, but most people don’t do enough M&A deals to get a really decent understanding of the detail.

As a result, the heads didn’t really make sense, which is a real issue in a transaction where you are the buyer and the underlying principle of the deal is buyer beware.

No doubt the buyers were trying to save money. But it’s a false economy. If the design is bad, then however good the build, the house will always be flawed.

30th September 2025