SIGNALS 027: Deal Intelligence—A Corporate Lawyer’s Field Guide

Editor’s Note

Daniel Novela

Corporate M&A & Art Law Attorney at Novela Law | Founder of Alevon | Adjunct Professor of Law

Over time, I’ve come to believe that the most important work in a transaction happens before the documents are finalized. By the time a deal reaches the data room, many of the real risks and opportunities are already in motion.

This conversation grew out of an interview with the team behind Signals, a publication focused on the intelligence that shapes decision-making at the highest levels. Their questions created space to step back and reflect on the kinds of intelligence that consistently matter in practice: understanding the people behind the numbers, structuring assets before exposure is created, and recognizing when a deal on paper isn’t the deal that’s actually happening.

The interview format allowed for a more direct discussion of those themes. What follows is a candid look at how they show up in real transactions.

“In business, you don’t get what you deserve, you get what you negotiate.” — Chester Karrass

Welcome to Signals — where we decode the intelligence that moves boardrooms.

This week, we’re doing something different. Rather than analyzing OSINT tools or emerging threats, we’re sitting down with someone who operates at the intersection of high-stakes transactions and strategic intelligence: Daniel Novela, founder of Novela Law in Miami.

Over 25 years, Novela has closed hundreds of millions in M&A deals spanning continents—from wireless networks in Azerbaijan to kitchen appliance acquisitions, casino operations to yacht transactions. He’s also the founder of Alevon, an innovative marketplace for renting art from museum permanent collections, and an Adjunct Professor at the University of Miami School of Law.

What makes Novela’s perspective valuable isn’t just his deal experience—it’s his understanding of what intelligence actually matters when millions are on the line. The documents in the data room tell one story. The reality behind them often tells another.

The Intelligence That Actually Protects Clients

Over your 25-year career, you’ve handled hundreds of millions of dollars in M&A transactions. What intelligence makes the difference to boardrooms in the pre-transaction stage?

It’s rarely what’s in the data room. Financial statements and contracts tell you what the target wants you to see. What actually protects my clients is understanding the story behind the numbers.

Before we even start negotiating, I want to know: Who are the key people, and are they staying or leaving? What’s the litigation history—not just pending cases, but patterns of disputes that suggest operational problems? What do employees, vendors, and customers actually say about the company?

Due diligence on the seller is invaluable, but one big unknown that often arises is whether the seller is psychologically ready to sell? I’ve seen countless deals where the seller says all the right things, signs the LOI, opens the data room, and then stalls when it’s time to make hard decisions. They’re committed on paper but not in their gut. Until a seller is truly ready to part with what they’ve built, you cannot negotiate the tough stuff.

The best pre-transaction intelligence tells you not just what the company is worth, but whether this seller, at this moment, is actually going to close. What’s their track record in previous deals? Do they need to sell (are they already wealthy)? What can we learn about their character? Buyers need to task their due diligence firms with these types of questions.

Privacy by Design: Structuring High-Value Assets

You advise clients on major asset purchases like real estate, aircraft, and yachts. What do you tell clients who want to retain their privacy?

The first conversation I have with clients about significant asset purchases is about structure, not the asset itself. A yacht or aircraft purchased in your personal name creates a permanent public record linking you to that asset forever.

A significant portion of my practice involves cross-border clients—Latin American families in particular—and for these clients, offshore ownership structures are standard practice. We regularly use holding companies in jurisdictions that balance legitimate privacy interests with regulatory compliance, whether for aircraft, yachts, or real estate portfolios. The goals are straightforward: anonymity from public registries, tax efficiency, and liability protection.

For aircraft, the FAA registry is public. For clients who value discretion, we work with trust structures or management companies that provide separation between the client’s name and the public record. For yachts, flag state selection matters, as some registries are more privacy-protective than others while still being reputable.

The key insight is that privacy planning must happen before the purchase. Once your name is on a public record, the damage is done.

The Lesson That Took 25 Years to Learn

You’ve spent 25+ years doing deals—from Milbank to building your own firm. What’s the one lesson about corporate transactions that took you the longest to learn?

That the deal you’re negotiating on paper is never the only deal happening in the room.

Early in my career, I focused almost entirely on the legal architecture: the representations, the conditions, the indemnities. I thought if I got the documents right, I’d protected my client. What I didn’t fully appreciate was that every transaction involves relationships, egos, timing pressures, and unstated priorities that never appear in the purchase agreement.

A senior lawyer told me early on: a contract is there to keep honest people honest. It will never make a dishonest person honest, no matter what it provides. You can draft the most airtight indemnification provisions in the world, but if you’re dealing with someone who has no intention of honoring their commitments, you’re just creating a roadmap for future litigation. Making contracts with the right people is essential.

Understanding what the other side actually needs—not what they say they want—is often more valuable than winning any particular contract point. And knowing when to walk away is as important as knowing how to close. Walking away doesn’t always mean the deal is dead; sometimes it’s what brings the other side back with better terms. The willingness to say no is what gives your yes real meaning.

Strategic Takeaway

Novela’s insights reveal something fundamental about intelligence work in corporate contexts: the most valuable information often isn’t technical—it’s psychological and structural. Can you read the people across the table? Have you designed privacy protections before creating public records? Do you understand the unstated dynamics that determine whether a deal actually closes?

The documents matter. The due diligence matters. But neither replaces the judgment to assess whether you’re dealing with the right people, at the right moment, under the right structure. That’s the intelligence that protects capital and reputation when millions are at stake.

For executives navigating complex transactions—whether M&A, major asset purchases, or cross-border deals—the lesson is clear: invest as much in understanding the people and structures as you do in reviewing the paperwork. The former often determines whether the latter ever matters.

Categorised in: News

This post was written by Daniel Novela