Reflections on M&A, Musical Chairs, and Mental Health

By Murray Gottheil | May 28, 2024

People of my vintage remember playing musical chairs at birthday parties, back before the days when money was so plentiful that it seemed important to impress neighbours by hiring clowns and musicians or renting bouncy castles to entertain five-year-olds.

For those of you who did not have the pleasure of being pushed off a chair by some mean kid who had fifty pounds on you, the idea was that music played while children circled a number of chairs that was always one fewer than the number of kids marching around them.

When the adult sadist running the event stopped the music, the youngsters pushed and shoved to claim a chair. That left one child crying because they did not secure a place, and were ‘out’. Then one chair was removed and the ‘game’ continued until everyone had a chance to be pushed aside and cry. Eventually the largest and most aggressive kid won.

After I graduated law school, I thought that my musical chair days were long over. But then I started doing M&A.

M&A is just like playing musical chairs. While the music is playing, everyone works on the deal, but you never know when the music is going to stop. It may stop because the deal is closing, either when it was originally scheduled to close, or more likely following three or four ‘target closing dates’, or it may stop because someone is walking away from the transaction.

When the music stopped, I had to be able to sit comfortably back on my chair, knowing that I had:

  1. Done everything I was supposed to do;
  2. Advised everyone involved (the client, other advisors, lenders, associates, law clerks, the other side and third parties) in writing about every item that they needed to do on a timely basis, and followed up with everyone appropriately;
  3. Applied for all third-party consents and approvals early in the process; and
  4. Managed the client’s expectations throughout.

If the deal was not going to close, I also had to demonstrate that:

  1. It was someone else’s fault and I had done everything necessary to allow my client to hold onto a deposit, sue for damages, recover a deposit, or defend a claim for damages; and
  2. As it was not my fault that the deal feel through, my bill should be paid.

When I worked on a deal, every day for months on end I would have to think about whether the music was likely to stop soon and whether I would be ready if it did, because that is when the finger-pointing started.

I found that stressful, and so I did not love M&A work.

But it was remunerative, and as I got older, I found that I attracted quite a bit, in part because my clients were also aging and selling their businesses. As I had not yet figured out the bit about prioritizing my mental health, I did my best to do the work and manage the stress. One thing I learned was that you need a great team if you’re doing this work. I always had an associate keep a checklist of everything that had to be done, and we had a system to keep track of who was doing what, where everything stood, and with whom we had to follow up.

I often found myself wondering if other lawyers experienced the same stress doing deals. Eventually I concluded that deal lawyers fall into at least four categories:

  1. Those like me who strived to win the game of musical chairs and were stressed because they were doing it right;
  2. Those like me who strived to win the game of musical chairs but were more mentally healthy than I was (or am) and could more easily handle the stress. (I should note that I never actually met any of these; I just assume that they are out there);
  3. Those who did not have the experience, knowledge, or brains to understand the risks involved in doing the work poorly and just bumbled through; and
  4. Those who did not give a damn.

There is a parallel to all this in what I consider to be the much simpler business of residential real estate.

When I started practicing law, there was a real estate boom in Ontario. My law firm was closing 80 deals a month. House prices were rising and by the time closing came around, the house was worth many more thousands of dollars than when the parties signed the agreement of purchase and sale. If the purchaser’s lawyer brought up an issue, the vendor’s lawyer would say, “If you don’t want to close, just let us know. Our client will sell it to someone else for more.” Every deal closed. You could be the worst lawyer in the world and your deal closed. 

A year later the market collapsed. Every purchaser wanted out because the house was worth way less than when the deal was signed. Vendors who had good lawyers could retain the deposit and sue for the deficiency. Vendors who had bad lawyers had no recourse other than to sue their lawyers.

I never did real estate, but I observed what was going on and I learned that good lawyers do every deal as if the music may stop at any time.

As Yoda would say, “Stressful, it is.”

And as Murray says, “Stressful, it was. I am so very glad to be out of it. Although I do miss the money.”

Murray is a happily retired lawyer who lives in the country, drives a pick-up truck, writes, teaches and mentors. You can reach him at [email protected] or see what he is up to at


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