The buyer in a buyout is a shell, and the lawyer's job is to keep it that way.

The engagement letter for a buyout says the lawyers represent the buyer. Go find the buyer. In the merger agreement Heidrick & Struggles signed on October 5, 2025, the buyer is Heron BidCo, LLC, and the entity that does the merging into the Chicago company is Heron Merger Sub, Inc., which the agreement says "has been formed solely for the purpose of engaging in the transactions contemplated hereby." The funds behind the buyer, advised by Advent International and Corvex, are not parties at all. So the merging entity has no history beyond this deal, the people paying the bill are not on the signature page, and a board agreed to hand them a company whose equity the press release valued "at approximately $1.3 billion." The strange part is that this was sensible, and the whole job of sponsor's counsel is to make it so.

Why would anyone agree to that? Because of two letters the public has never seen and one agreement it has. The 8-K describes an equity commitment letter in which Advent affiliates commit "an aggregate amount equal to $1,350,000,000" to Parent, and a limited guarantee from the same investors covering certain obligations of Parent and Merger Sub, subject to a cap. The 8-K does not give the cap, the proxy statement says only "up to an agreed upon cap," and I do not know it. Neither letter was filed; the exhibits run to the merger agreement, a bylaw amendment, two severance plans, and the press release.

The one it has seen is the merger agreement. Parent represents that the equity financing, "when funded in accordance with the Equity Commitment Letter and upon satisfaction of the conditions contained in Article VI," will provide "sufficient immediately available cash funds" at closing, and that "there are no conditions precedent or other contingencies related to the funding, investing or use of the full amount of the Equity Financing contemplated by the Equity Commitment Letter, other than the conditions precedent set forth in the Equity Commitment Letter." The only conditions on the money are the ones in a letter the public has never seen. The company may "seek specific performance of Parent's rights and obligations" under that letter, Parent may not amend the letter without the company's written consent, and financing is not a condition to closing. The seller is selling to a shell, and the shell comes with a court-enforceable right to make the fund fill it.

The equity commitment is $1,350,000,000, and the proxy says the equity alone "is in an amount sufficient to pay the Merger Consideration." On paper, the seller's payment depends on no bank.

Now the clause nobody reads. Section 8.18 bars recourse against any "Non-Recourse Party," which reaches "former, current or future officers, employees, directors, partners, direct or indirect equity holders" and affiliates, except for matters "expressly set forth in this Agreement, the Equity Commitment Letter, the Limited Guarantee or the Confidentiality Agreements." Everything the fund can be made to do is written in those four documents, and nothing else counts. The fund's exposure is a number on a page, and sponsor's counsel spent the negotiation making sure no other page says anything.

The lenders get the same treatment. The press release says Advent and Corvex "have secured committed debt financing for the transaction" from Deutsche Bank, UBS Investment Bank, and Santander, and the proxy says the banks' obligations are "subject to a number of customary conditions." In the agreement a claim against a "Debt Financing Source Related Party" belongs in "any federal or state court in the Borough of Manhattan," without a jury, which the company "KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES"; the lenders have no liability to the company and "are express third party beneficiaries of, and may enforce," the section. Banks that signed nothing with Heidrick got a page of protection inside Heidrick's contract, because a commitment letter's conditions reach into the merger agreement. Sponsor's counsel reads the two side by side until the conditions match.

For the insurance policy you need a private target. Nineteen days after Heidrick signed, Littelfuse, Inc. agreed to buy Basler Electric Company, an Illinois corporation, from Basler Holdings, LLC for a base price of $353,200,000. The buyer "has entered into a binder agreement" with an insurer for a buyer-side policy on "the representations and warranties made by Seller," and the insurer "waives all subrogation and contribution claims" against the seller side "except for Fraud," which means it cannot pay the buyer and then chase the seller. Then Section 10.5(b) makes the policy "THE SOLE AND EXCLUSIVE REMEDY OF ANY BUYER INDEMNIFIED PARTY," fraud and a few listed exceptions aside, "WHETHER OR NOT SUCH CLAIM IS COVERED BY, OR PAYABLE UNDER" it, with the known matters sent first to a $2,500,000 escrow. If a representation is wrong, the buyer's remedy is an insurer, and if the insurer declines, the buyer's remedy is still the insurer.

The quietest work is in the rollover papers. When the founder and the managers roll part of their proceeds into the holding company, the rolled slice is contributed and the sold slice is sold, because, if the holding company is taxed as a partnership, the tax code recognizes no gain on contributing property to it "in exchange for an interest in the partnership." When that company is a Delaware limited liability company, Delaware's statute says a member's or manager's duties, "including fiduciary duties," "may be expanded or restricted or eliminated by provisions in the limited liability company agreement," saving only "the implied contractual covenant of good faith and fair dealing." A founder who rolls, say, $20 million has the rights that agreement gives and no others, and the sponsor's lawyers drafted it.

In the ordinary buyout the chief executive's noncompete appears twice, in the employment agreement and in the equity papers, and the two copies live under different law.

The Illinois Freedom to Work Act voids a covenant not to compete with an employee whose annualized earnings do not exceed $75,000, and voids a covenant not to solicit at $45,000 or below. But a "covenant not to compete" under the Act "does not include" one "entered into by a person purchasing or selling the goodwill of a business or otherwise acquiring or disposing of an ownership interest." Littelfuse filed that kind as its own Basler exhibit, a covenant from each selling owner "ancillary to" the purchase agreement, running "five (5) years" from closing in a "Territory" defined as "the World." The noncompete in an employment agreement is inside the statute. The one attached to the sale, or to the rollover equity, is, on the statute's own words, outside it. Sponsor's counsel knows which document to put the real one in.

On the antitrust form, the number moved and the form vanished. The Hart-Scott-Rodino Act has parties above a size threshold notify the FTC and the Justice Department "thirty days before finalizing the transaction," and the FTC resets the threshold every year, so the number in last year's memo is always wrong by February. The 2026 numbers took effect February 17; the statutory $50 million became $133.9 million, and the two tests on the size of the parties themselves became $267.8 million and $26.8 million. A buyout under $133.9 million files no HSR form, and sponsor's counsel spends the antitrust budget confirming that the number is under the number.

The form is the better story. In November 2024 the FTC published a rule remaking the notification form, effective February 10, 2025, which asked about limited partners of investment funds "that also have management rights." On February 12, 2026, a federal court in Tyler, Texas held in Chamber of Commerce v. FTC that the rule exceeded the FTC's authority because the agency had not shown that its benefits would "reasonably outweigh" its "significant and widespread costs," and vacated it. The Fifth Circuit denied a stay pending appeal on March 19, and the FTC's premerger page now says the agencies are "accepting HSR filings using the Form and Instructions that were in place before" the new rule. Thirteen months of the new form, then the old one came back. The appeal is parked. On the government's motion the Fifth Circuit put it in abeyance through December 31, 2026, while the FTC decides whether to write a replacement; the government's September 22 status report says the Commission is "currently evaluating" the 55 comments it received.

Add it up. Every participant's downside is written down and sized: the lenders' in their own court, the seller's in a known-problems escrow and a fraud carve-out, the managers' in an LLC agreement they did not draft and a noncompete the statute does not reach, the fund's in a letter with a number on it and a guarantee with a cap the public is not told. The lawyer is paid by the one participant whose aim is to appear in the documents as little as possible, and the measure of the work is how little of the client is left on the page.

Columns are the views of their authors. They are not legal advice and not the position of the firm.