The Closer: A Q&A with Leslie Smith, an M&A attorney at Dentons

Leslie Smith, a partner at Dentons’ Indianapolis office, has been with the firm for nearly 20 years.

Since the beginning of her career, Smith said she has learned the ropes of the M&A sector with the support of a community of lawyers at the firm. 

Along with the need to close deals and satisfy clients, Smith said the most important lesson she’s learned so far is to maintain kindness in corporate law. 

“It is possible to be a strong advocate without losing that kindness and civility,” she said. 

She talked recently with The Indiana Lawyer about her career in M&A law.

How did you come to be involved in merger and acquisition work?

I started college thinking I would be a labor and employment lawyer. My mother went to law school when I was in first grade, and so I decided I was going to follow her footsteps. And then throughout undergrad, I worked as a legal assistant, a paralegal in labor and employment in different law firms on the East Coast. When I came to Indianapolis, Dentons hired me as a corporate paralegal with no corporate experience. When I was in the interview, I told them I was smart and I learned fast, but I had no idea what they did, and they took a chance on me, and it absolutely changed the trajectory of my career. 

So I fell into corporate work, sort of by accident, but then fell in love with the challenge and the collaborative nature of corporate transactions, and then the Dentons’ global footprint just gave me cross-border opportunities that didn’t exist in the Indianapolis market before, and our M&A practice was growing so fast that I found myself drawn to that part of our practice. 

What about it interests you?

I think one of the things I loved the most was that everyone was trying to get to the same end goal. Unlike in litigation practice or in labor and employment, there are usually directly adverse parties, and in transactional work, at the end of the day, everyone’s supposed to be somewhat happy. If you’re selling a business, you’re making money. If you’re buying a business, you’re acquiring a new asset that’s interesting to you. So, I like the fact that it took away some of the adversarial nature of what I was involved in before.

What kind of M&A work are you best known for?

Most of what I’m doing now, and have done in my practice, is the cross border, buy-side and sell-side transactions, especially for private equity or add-ons for private equity, joint ventures, strategic investments that involve multiple jurisdictions. 

What’s the biggest deal you’ve worked on?

I think the biggest deal I’ve ever worked on is actually an aggregation of deals for the same client. I represented a private equity fund in the UK that acquired their first US company, which was interesting because they’ve never been involved in the US at all. So in terms of jurisdictional issues, they were entirely dependent on us to help them through that.

What would you say is the most challenging part of conducting deals across countries?

Especially now, there are a lot of changes to the regulatory space, and I think that’s just added more challenges and more time constraints than anything, because some of those requirements have a long lead time to either analyze whether or not it’s going to be an issue and then to address it if it is.

What are the keys to closing a deal?

I think the keys are to start with the end in mind. Just like I mentioned with regulation, if your path isn’t certain, you don’t really have a deal. I would say simplifying things early on is better. Make sure that you understand what your clients’ main priorities are, what their triggers are, because every client has their own experience with the company they’re buying or selling. So, you need to just understand the business itself and what their priorities are.

What are the biggest lessons you’ve learned?

More than anything, be kind and be civil. You can always be more aggressive, you can be more assertive, you can be more confrontational. But once you’ve gone that direction, it’s nearly impossible to go back into friendly territory, and it is possible to be a strong advocate without losing that kindness and civility.

What’s your best advice for aspiring M&A attorneys?

Learn the business and the numbers. If they’re still in undergrad, I think the business degrees are probably really beneficial—the accounting, finance, those types of degrees, just to understand the back end of a business, understand the balance sheet. 

Beyond that, I would say be a project manager and a problem solver. The sooner you can anticipate challenges, then you’re able to prioritize and communicate them to your clients. I think one of the things that our clients like the least is a surprise in anything, so anticipating early on and managing those challenges is a skill set that benefits not just M&A lawyers, but all of us as career professionals.

What are your best M&A predictions for the coming year? What sectors do you think will heat up or cool down?

Private credit is still fueling a lot of activity, a lot of cross-border, mid-market deals and add-ons. I think one of the biggest trends right now that’s affecting M&A is in line with the regulatory landscape. Obviously, tariffs are still on the table for things that we’re talking about; the various antitrust scrutiny regulations, all those filings are affecting what our cross-border transactions look like. 

For Indiana specifically, I think there’s still a lot of inbound investment in advanced manufacturing, EV components, tech logistics. There’s a lot of conversation around AI companies, or companies that are acquiring smaller AI targets to incorporate that into their business.