M&A Lawyers vs. Bankers: What’s Changed and What Still Matters with Rob Kindler

50 snips

Jun 12, 2025

Rob Kindler, a seasoned partner at Paul, Weiss and former head of global M&A at Morgan Stanley, shares his insights into the evolving landscape of M&A. He discusses why legal advisors have become the first call in deal-making, the impact of corporate development teams on sourcing, and how negotiation strategies have shifted. Rob emphasizes the crucial role of regulatory strategies in deal success and offers real-world examples of complex transactions, blending his extensive experience from law and banking to illuminate current M&A practices.

Ask episode

AI Snips

Chapters

Books

Transcript

Episode notes

INSIGHT

Lawyers as First Call in M&A

Legal advisors have become the first call in M&A deals due to regulatory and structural complexities.
Lawyers guide early deal structuring and regulatory strategy more than bankers, who now focus later in the process.

INSIGHT

Avoid Shareholder Approval Risks

Shareholder approval is a growing hurdle in deals, complicated by activist investors and arbitrageurs.
Strategic deal structuring can sometimes avoid the need for shareholder votes and related risks.

INSIGHT

Activism's Growing Governance Role

Activism has evolved into a major factor, with large activist funds playing a critical governance role.
Activism often prompts corporations to self-assess and act as their own activists, improving governance.

Get the Snipd Podcast app to discover more snips from this episode

Get the app

Rob Kindler, Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

In this episode of the M&A Science podcast, Kison Patel sits down with Rob Kindler, a uniquely positioned dealmaker whose career has spanned both sides of the M&A table—law and investment banking. Rob previously led global M&A at Morgan Stanley and is now a senior partner at Paul Weiss. With 44 years of experience, he’s seen firsthand how the roles of lawyers and bankers have evolved, what makes a deal succeed or fail, and how today’s regulatory, activist, and valuation pressures are reshaping M&A execution.

Things you will learn:

Why legal advisors are now the first call in M&A, not the last
How corporate development teams have replaced bankers in early-stage deal sourcing
Why regulatory strategy and shareholder approval planning can make or break a deal
How to negotiate effectively by predicting “the end of the movie”

________________________

Sponsored by DealRoom—where M&A chaos meets its match. Still stuck in spreadsheet hell? DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process ________________________

Episode Chapters

[00:01:00] Rob’s career arc from lawyer to banker and back again

[00:04:30] Why Rob left law for investment banking in 2000

[00:06:00] How corporate dev teams changed the role of bankers

[00:11:30] Structuring deals to avoid shareholder approval pitfalls

[00:14:30] The rise of activism and merger arbitrage in public M&A

[00:16:00] How buyer-led M&A has transformed deal strategy

[00:22:30] Impact of regulatory regimes in U.S. vs. Europe

[00:27:00] Lessons in negotiation and predicting deal dynamics

[00:36:00] Why intrinsic value matters more than financial engineering

[00:48:30] What top CEOs understand about using M&A to drive strategy [00:51:00] How to spot a bad deal—and the red flags bankers sometimes ignore

[00:53:00] Rob’s funniest moment: 300 pounds of turnips on a conference table

Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.