[scottru]

+1 for the key message here. Lawyers aren't negotiators, and you have to remember _all the time_ that they work for you in this negotiation, not the other way around. They will give you lots of advice, and you should think of it as such, and ask questions about the real risk you might be taking, and make decisions accordingly.

I've watched friends have sales fall through because they didn't trust their own judgment when faced with their lawyer's thoughts. Apply the same confidence you have (or fake) for building your product to the redlines from your lawyers.

[arethuza]

One that thing that can also cause problems is that in many situations the companies lawyers are acting for the company not the individual interests of the founders - if you have investors or a situation where the founders have different equity stakes then it can get messy as a particular deal may favor some people and not others.

I'd also recommend doing a lot research into the acquiring company - particularly if you are being paid in stack rather than cash. I know from bitter experience what happens when you get acquired by a company that looked healthy during the acquisition process then whose stock plummeted during the lock in period :-|