About the Course
Introduction
This program will discuss the myriad of ethics issues deal counsel should be aware of in the M&A context. The program will explore conflicts of interest unique to the sale of a business, preserving the attorney-client privilege during the M&A process, balancing an attorney's obligation to deal honestly with opposing counsel versus being a zealous advocate, the ethical implications of using legal technologies—including AI—and confidentiality of client data.
Description
M&A transactions present a host of potential legal ethics issues for attorneys representing parties on either side of a deal. These issues can be complex and require a careful analysis of the attorney's ethical responsibilities as the transaction evolves.
To remain compliant with ethics rules in the M&A context it is imperative for the attorney to understand their role in the transaction as well as define who the client is. For instance, in a merger or acquisition the attorney representing either the seller or buyer may also represent the authorized representatives of such company, which could create a potential conflict of interest. In this scenario, consent to dual representation or a conflict waiver may be required.
Attorney-client privilege issues also abound in M&A transactions due to the disclosure of sensitive information between prospective deal parties during due diligence and negotiations, as well as the disclosure of deal-related documents to financial advisers and other third parties. Counsel advising deal parties should familiarize themselves with how the privilege operates in a deal setting and after closing, including the risk of a privilege waiver.
When conducting due diligence and engaging in deal negotiations an attorney must balance their role as an advocate and getting the best deal for their client with their obligation to deal honestly with the other side. While some degree of puffery is permissible during negotiations, attorneys must ensure that any material statements are not knowingly false or misleading.
Listen as our authoritative panel examines the ethical issues that arise in M&A transactions and provides guidance for staying on the right side of the ethics rules throughout the transaction process and after the deal closes.
Presented By
Mr. Davis advises lawyers and law firms in the United States and internationally in the areas of professional responsibility, risk management, and every aspect of the law governing lawyers. He is the author of books, numerous scholarly articles, and the bi-monthly “Professional Responsibility” column in the New York Law Journal. Mr. Davis is a Lecturer-in-Law at Columbia University School of Law, teaching “Professional Responsibility Issues in Business Practice.” He is a past President of the Association of Professional Responsibility Lawyers, a Fellow of the College of Law Practice Management, and a Member of the American Law Institute.
Ms. Reardon, a nationally renowned expert on legal ethics and professionalism, provides ethics, risk management and regulatory advice to lawyers and legal service providers. An experienced trial lawyer, she has tried cases in state and federal courts across Illinois and on appeal up to the U.S. Supreme Court. She also sits on the national rosters of the American Arbitration Association for Commercial and Consumer Arbitration and is a certified neutral in the Early Dispute Resolution Process. Ms. Reardon’s past experience includes service as Executive Director of the Illinois Supreme Court Commission on Professionalism, an organization dedicated to promoting ethics and professionalism among lawyers and judges, and disciplinary counsel for the Illinois Attorney Registration and Disciplinary Commission. She is active in many bar associations and has been recognized nationally for her work in professional responsibility, including by appointments to Chair the ABA’s Standing Committee on Professionalism for three consecutive years and by receiving the Center for Professional Responsibility’s highest lifetime honor: The Michael Franck Professional Responsibility Award.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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An excellent opportunity to earn Ethics CLE credits. Note: BARBRI cannot guarantee that this course will be approved for ethics credits in all states. To confirm, please contact our CLE department at pdservice@barbri.com.
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Date + Time
- event
Wednesday, April 1, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Unique ethical issues in an M&A transaction
II. Understanding who the client is and whose interests you represent
III. Conflicts of interest arising in the M&A context
A. Joint representation of an organization and its duly authorized representatives
B. Conflict of interest waivers
C. Monitoring potential conflicts during and after a sale transaction
IV. Preserving work product protections and the attorney-client privilege
V. Advocacy for the client vs. honesty and candor with the opposing side
VI. Responsible use of technology in an M&A transaction
VII. Lessons learned from recent cases
VIII. Practitioner pointers and key takeaways
The panel will review these and other key considerations:
- What are common legal ethics issues that arise in the M&A context?
- When does a dual representation occur in a merger or acquisition, and how can attorneys mitigate exposure to ethical risks?
- What are the client confidentiality and attorney-client privilege issues that can arise in the M&A context, and how can these issues be avoided?
- How does an attorney's use of technology, including AI, in the M&A due diligence process implicate counsel's ethical obligations to their client?
Related Courses
Enforceable Nondisclosure Agreements: Protecting Trade Secrets and Other Confidential Business Information
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Legal Ethics in M&A: Conflicts of Interest, Attorney-Client Privilege, Advocacy vs. Candor, Confidentiality, and More
Wednesday, April 1, 2026
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