CL Talk

[00:00:09] Intro: Welcome to CL Talk, the leading podcast for the legal profession across Canada, brought to you by Canadian Lawyer Magazine.

[00:00:25] Tim Wilbur: Hello, welcome to CL Talk. I'm your host, Tim Wilbur, Managing Editor of Canadian Lawyer. Today, we're exploring how AI is reshaping M&A and why the human edge in judgment, leadership, and negotiation matters more than ever. Joining me is Mujir Muneeruddin at Pallett Valo, a corporate finance and security lawyer with experience in complex transactions, governance, and M&A across private and public markets. Mujir, thanks for being here.

[00:00:56] Mujir Muneeruddin: Thanks for having me, Tim.

[00:00:58] Tim Wilbur: So first, let's… talk about big picture. With AI changing how legal work is done in pretty much all areas, where do lawyers actually add value today, in your opinion?

[00:01:08] Mujir Muneeruddin: That's a great question, Tim, and I think it's one that a lot of people are still trying to figure out. But fundamentally, I think we're also overreacting to the issue. The reality is, for the last 20, 30 years, we've already been in the information, if not post‑information age. Whether it's lawyers, students, even clients, have had access to a lot more information than humans have ever had really throughout history. So the reality is the value we may have placed upon somebody's ability to memorize something and regurgitate, while it may have been important back in the 40s and 50s because there was only so many versions of the revised statutes of Ontario and whatnot, for the last 20, 30 years, you've definitely had a movement towards, okay, I understand that the law says this, but I'm paying you to help me navigate. And in some ways it's kind of like you might think about your next tourist destination. You can definitely have AI or the internet help you find all the places that you want to go. You might even know the background behind them and why you want to go there, but you still want a tour guide that's going to be able to bring all that data together, right? Because I don't know about you but I'd rather not have a 15,000‑page document that I'm walking around southern Spain, or wherever it is I'm going next, to figure out what it is I'm looking at. I want somebody who is able to synthesize the information that is relevant to that place, help me navigate and contextualize, like, what aspect of that data is relevant to me at that point in the journey. In some ways, it's like thinking that 3D chess is like 1D checkers, right? There's so many more dimensions to it than simply just, hey, I got the information so I can do it myself. That's how I see it. That's what lawyers will have to understand is the true value that they bring, not necessarily in the data, but the mastery over the data, overlapping it within all the different, the multitude of factors that are at play, whether it's in a deal, whether it's in litigation, really anything.

[00:03:11] Tim Wilbur: Great. So that, that, those principles apply to, you know, almost all areas of law for lawyers, but let's talk about yours. So there's, you know, people talk about papering a deal versus running a deal. So in your view, what's the real difference between simply preparing a deal and actually running it.

[00:03:25] Mujir Muneeruddin: Yeah. And I got this ongoing joke with one of my good buddies, Tim, that sends me a lot of deals. And he's always, in all his introductions, he's always like, “Oh, Mujir can really help you paper the deal.” So I'm like, “Al, come on, can you stop telling people I paper deals, I close deals, I'm the strategist.” But it's just a joke that really touches upon that entire dynamic that lawyers have to really educate and explain to their clients. Like, you're not hiring me to paper the deal. There will come a time, I don't know that Copilot and ChatGPT are there yet, but there will come a time when the machine will be able to put together the documents without much human interaction and involvement. But there's still a strategy and an art that goes into, what are you putting where, and how are you getting the other side to even agree to put that in that particular document? How do you put something into a document that the other side signs that they don't realize is what you actually wanted to accomplish? There's so many elements. There's an art to the deal that we've always known in business or in M&A speak that will never go away. As long as humans are the ones doing deals, that's always going to be at play. Now, if robots take over the world and we've got to be catering to them, maybe we rethink the strategy a bit, but we're not there yet, thankfully.

[00:04:41] Tim Wilbur: Yeah, great. I'm thankful for that, too. But let's talk about the modern M&A landscape. You know, the core things, as you say, haven't changed, but, you know, many things have with how the M&A deal environment exists within the AI era. What elements are changing and what's still staying the same?

[00:04:59] Mujir Muneeruddin: So the elements that are changing are definitely clients are coming, whether it's M&A or corporate, whether it's general commercial services relevant to my practice, you're definitely having a lot more clients come up to you and saying, “Hey, Mujir, here's a loan document. What do you think?” Right. As opposed to, “Mujir, let's start from scratch and you tell me what I should do here.” So they're coming in, in some weird way, with a preconceived notion of how it needs to be done. So you've kind of got to disabuse them of that starting point, especially if the document they pulled has the wrong prompts. Or, let's face it, AI will just hallucinate and lie through its teeth pretty often, and people don't realize that. So you've got to be able to manage that aspect of the client. So in many ways, the starting point of a deal is different, the way it's done is different. You'll have document processing happening a lot quicker than maybe it was five, ten years ago, where you had to have an associate hammering on five different of almost the exact same agreement at once. But you can process those paper changes a lot more quickly than you could have even, like, three, four years ago, with the advent of modern AI‑based word processing. All that is rapidly changing. But fundamentally, I'm going to say, the art of the deal is not changing. Fundamentally it comes down to you're going to sit down face to face with your trusted consigliere, your lawyer, you're going to try and read the room, you're going to understand. Sophisticated parties are going to be understanding that what wins in an M&A or any sort of negotiation is who can get the other side to throw out their price first and not have the other side realize all the different elements that are going into that price that they don't care about, right. So we're all going to have — if it's you and me, Tim — I've got A, B, and C that I care about, and you've got X, Y, and Z. And there is, theoretically, a deal to be had where we can get most of what each of us want, but there's ego and so many other things that go into a deal because I might be going up against you and you just don't like the idea that in a deal with me, I get any of A, B, and C. So I've got to actually not show my hand and let you understand that A, B, and C really mean a whole lot more to me than E, F, and G. And I know I'm getting pretty abstract here with the variables, but that's the idea. It's the idea of using smoke screens, red herrings, A, to mask what really matters to you so the other side can't use it against you, but also being able to prompt the other side to give you their tells so you understand what's important to them. No amount of AI is going to change that. The machine cannot tell me, like, “Hey, Mujir, when you go into this negotiation, I want you to look at how that guy twitches his nose when he says something.” There's just no way to do that. Lawyers have to understand that it's really in those soft skills and the EQ that the deal, from their perspective, will be won and lost. Not, “Hey, now I know exactly what the Lending Act says and it can be summarized for me in 25 seconds.” That's great. It helps you be more informed when you're going into that meeting. But that was never really truly what that meeting was about and how you were going to win that deal, if that makes sense.

[00:08:15] Tim Wilbur: For sure. And you're describing effective negotiation, essentially. What do lawyers sometimes misunderstand about effective negotiation and pitfalls maybe that they get wrong? And how does AI maybe fit into that?

[00:08:29] Mujir Muneeruddin: Great question. And Tim, I would say this is something I counsel younger lawyers on all the time. The ideal for a lawyer is to get to the point where you see yourself as a strategist and a navigator as opposed to a technician. There's still an importance for a technician. You've got the statute, you've got the data, you still are going to have to understand how it operates to be able to advise your client effectively. But that entire band of service is under attack because there's a level playing field now with everybody having access to that technical component. You want to get to the point where you understand how that fits within the business of the client, their emotional wavelength, what do they really want in a deal to feel that you've succeeded for them, understanding those same metrics on the other side, and getting to the point where you just know how to bring it all together and coordinate a fantastic result for your client. That's really the important thing — to even understand that early on you might not be there, but the goal should always be to be an expert strategist. So whether that's negotiating a deal, whether that is being persuasive, all these soft skills that maybe were more emphasized when we were younger because we were growing up in a time where there was still an importance to social interaction that maybe over the last five, ten years, especially since COVID, people have gone away from, right. A lot of kids — I’ve got four kids — and they're all, if you leave them to their own devices, literally and figuratively, they won't be talking to too many people. So I think the next generation of lawyers, the next generation of people that we're training, have to understand that, you know what, it's not even about memorizing the statute book anymore. It's actually about really harnessing the human emotional skills that have always been something that humans had above other animal species and machines. If anything, it's going to be more accentuated now.

[00:10:34] Tim Wilbur: Right. And when you're in the boardroom or you're negotiating, whether it's remotely or on virtual calls or over emails, how does this play out between opposing parties in the environment you're in, in M&A and negotiations?

[00:10:48] Mujir Muneeruddin: Well, look, maybe this is a bit old school of me, Tim, but I would say I try and avoid that at all costs. I'd rather be in a room where I can see somebody sweating or somebody who, when they're uncomfortable, they can't just turn off their camera for a second, right. There are so many small things and cheats that you can do that do obfuscate the negotiation process for a, let's call it, master strategist on the other side, right. And there's also the human component of, it's a lot like sports. Where is the game being played? What are the dynamics created by where it's happening? You know, what the elements are that you simply can't approximate and replicate on a video call. So that's the first ideal scenario — always try and have high‑stakes negotiations in person. And I think a lot of people understand that and they're starting to understand that now. But as long as you can see the person, though — like you and me are talking right now and there's other people on the video that maybe, theoretically, we can see — you still want to observe, right. Don't think that just because we're on a video call, I shouldn't be trying to get as close as I can to what my strategy would have been if I was in person in front of you. It's still the same idea. And definitely don't do it via phone call because that takes out all the different dimensions that you can rely upon. And it just, it really levels the playing field in a way that you can't exploit to really get an advantage. You're playing 1D checkers at that point, and that's not where you want to be as a strategist, as a master.

[00:12:17] Tim Wilbur: Great. And you mentioned, you know, being a master strategist and emotional intelligence. How do you see that play out in deals? And how do you, in the age of AI, get your younger lawyers to sort of develop those skills?

[00:12:31] Mujir Muneeruddin: Well, you know, Tim, I think it's something that's got to happen across the board. It's encouraging these kids to come to the lawyers’ dinners that we have every month. It's getting them to socialize and find time to interact in ways that go beyond billable hours. Because as a young lawyer, if you're going to invest in yourself, it's not — I would say it's even less so important to be memorizing the playbook and understanding the technical skills. And, believe me, I take a lot of pride in technical skills. You definitely need to take three, five, ten years to make sure you're mastering your craft. There's no replacement for that. But where a lot of young lawyers get it wrong is they assume that no matter what, if you're a great technical lawyer and that's all you ever do, you're going to be okay. And I think, more so than any time that I've seen in my career, I think that's probably less true than it ever has been. I think you've really got to start meeting people, doing deals with people, negotiating with people, and interacting and working on the soft and the emotional‑intelligence skills just as importantly as your technical skills. That's very important.

[00:13:43] Tim Wilbur: Great. And from your experience, why do M&A deals most often fall apart? And how does AI, again, play into that, as technology is evolving so quickly?

[00:13:55] Mujir Muneeruddin: Great question, Tim. I think one thing I've seen over the course of my career as a lawyer, seeing so many deals rise and fall, fall apart, close, is lawyers play an indispensable part as a bit of a translator in so many ways. So many times I see the client and the other side are actually talking past each other, where the denomination of what they're speaking about isn't even common. So lawyers, having seen where so many lines of communication have broken down in the past, actually can play a very critical role in saying, “Actually, what you guys are saying is technically in agreement. Let's focus on this here.” I play translator a lot in a lot of my deals, whether it's M&A, whether it's personal negotiations. A lot of times people don't really understand and they're not speaking apples to apples; they're talking past each other, as I said. And so emotional intelligence and experience really come in insofar as people that have been there before and they see where deals have gone south, and to the extent that there are people that reflect after the fact in terms of how you could have salvaged that deal, you can bring that experience to bear on that deal that is falling apart in real time.

[00:15:10] Tim Wilbur: Great. And can you share an example maybe of where ego or headline‑driven negotiating held value, or a situation where understanding what parties truly cared about saved a deal?

[00:15:21] Mujir Muneeruddin: Yeah, I think it comes down to actually understanding the profile of people that you're dealing with. Some people — I'll use somebody like Donald Trump as an example, right. Donald Trump, everybody understands, he's the kind of person, whether you like him or not, that's going to throw his weight around. He's going to want to always feel that he's won every last point, and he's going to act a certain way. But that's not to say that Donald Trump has won every single negotiation that he's ever partaken in. Many would argue to the contrary. So you just have to understand, am I dealing with that type of a person? Or there are some people, conversely, that I've seen that are very soft‑spoken, so they actually lull you into a false sense of security, but they're actually winning way more than the bull‑in‑the‑china‑shopper, so to speak. So you've got to really understand who's on the other side. And in some cases on the modern deal, you're meeting people once or twice, three times before you are making determinations. So you've got to really be able to make conclusions based on things that people are saying. And a lot of it has to do with the small talk — you're talking to people, “Is this person obtuse? Are they more socially congenial?” All these things factor in. It sounds kind of funny to people, but in many ways, small talk actually does have some sort of a value, because you're actually, as these kids nowadays say, you're sussing out your opponent, right?

[00:16:43] Tim Wilbur: Yeah.

[00:16:44] Mujir Muneeruddin: I'm not a Gen Z. I know I look pretty young if you can't see my gray hair, but I've got experience, I promise you.

[00:16:51] Tim Wilbur: Yeah, and so, but even amongst seasoned practitioners like you, their lawyers can get exposed and things can go wrong. So where do you see that happening most, with even seasoned practitioners?

[00:17:02] Mujir Muneeruddin: Going wrong in terms of what, exactly?

[00:17:04] Tim Wilbur: The deals. The experience, bringing experience to the table, doesn't always ensure that things will go right. So where do you see the really seasoned practitioners — maybe it is with the new technologies that are evolving and AI changing the game?

[00:17:18] Mujir Muneeruddin: Well, so it depends on what band of your practice you're in. Let's assume that you're asking about a senior lawyer. I think I remember when I was an articling student, one of my mentors said to me, “Look, the most important thing early on in your career is to understand what it is that you don't know.” As long as you continue to focus on what you now know, that triangulates what you don't know, you're always going to be a good lawyer getting better. I think the problem is, sometimes when you get experienced or you've seen so many deals, you start to make certain assumptions that aren't founded anymore, or you start to think that every single person does a deal the exact same way because this is how it's always been done. In some ways, you're institutionalizing your experience, starting to make unfair assumptions about how things are or what people are thinking. I think that's where a lot of senior lawyers go wrong, is because they've got a certain rigidity to how they view the world and how they view deals. And that's where you often see a good, mid‑level, experienced, really smart hustler of a lawyer come and whip them pretty good. And now, Tim, I can add more so than ever that experienced lawyer, what he previously had on the mid level lawyer technical expertise maybe is a little muted now, right?

[00:18:32] Tim Wilbur: Right! And that's what I was going to say as well, and that the technology — a lot of younger lawyers are more comfortable with that. So, you know, if you're talking to other M&A lawyers, whether they're seasoned or just young in their career, do you think AI is ultimately a threat or an opportunity for M&A and securities lawyers?

[00:18:51] Mujir Muneeruddin: So I would say it's probably a little less for M&A than other areas, including securities and corporate finance. I find myself often relying more on AI for a technical first salvo into something I'm doing. But I think M&A, Tim, is still about people making deals, understanding what the other side wants, and people closing deals. So I think M&A is probably — I don't want to say anything is cocooned or safe from AI, we definitely don't want to get that false sense of security — but there are other areas of law — I mean, I'm not going to single anybody's area of practice out — but there are other ones that AI is certainly coming for their lunch. So it's both a threat, but it's also an asset. And even if it is an area of law that you're practicing in where it's a threat, it's also a friend in that it's kind of, it's the canary in the coal mine that it's time to start thinking of things differently and maybe going into a different area of law. And I'll say, Tim, one of the coolest things about AI is it allows you to bridge gaps in knowledge so quickly. I mean, I was on a deal the other day — still am — where there was a very obscure lending component, right. It was about government debt and assignability. And I didn't have any real experience on that matter, right. I'm usually M&A, corporate finance, I've got a colleague coming in on the really technical lending side often. But on this call, I actually just leveraged a few of the AI instruments that we had, and I was able to understand it very quickly on the go in ways that maybe I would have had to have done a couple of deals to have that level of knowledge and understanding. So I'm just finding that your ability to bridge the gap of knowledge is unsurpassed now relative to before. But again, I think that instance also showed me that it was how I was able to leverage it in the discussion and the negotiation using the information. The information wasn't what we would call a sufficient condition of winning that negotiation, but it was now becoming a necessary condition. If I didn't have that, the outcome might have been different.

[00:21:00] Tim Wilbur: Great. And what do you think ambitious lawyers should be doing now differently, now that all these new technologies are shaping, but not fundamentally changing, the practice that you're describing?

[00:21:12] Mujir Muneeruddin: Yeah, I think it's all about a growth mindset, right. We can't assume that the way our mentors from 10, 20 years ago practiced and told us law was going to be practiced is, in fact, how it's going to be for the next five to ten years. I think we've got to really open up the Pandora's box and really try and reinvent ourselves. I don't come necessarily from the same generation as my kids and even my younger cousins, who were more tech‑native than I have been. But at the same time, I'm leaning on them and trying to understand different solutions and how we can add value to my practice and be somebody who is using the tool as opposed to being tooled by the instrument.

[00:21:53] Tim Wilbur: Great. And from the client side, what would you advise them? You mentioned clients that come with their, you know, the legal argument all ready to go based on probably, you know, ChatGPT’s opinion of it. What would you advise clients to work more effectively with external lawyers like you?

[00:22:10] Mujir Muneeruddin: Yeah, I would say there's no replacement for having somebody on your team that has been there and done that before. You can give me all the maps and all the cartography of how to get from here to the other side of the Atlantic; I'm not doing that on my own with Google Maps, I'm sorry. I want somebody who understands wind patterns, seasonality, understands where there are sharks and other animals in the waters, and where there are icebergs, right. There's so many different elements to it, and how do those come together at any particular point in time? I want a seasoned consigliere who's going to walk me through that process and make sure that I get to the other side and do it masterfully. That's fundamentally what you're paying me for, not to pull a Google Map printout off the computer, which we can all do now.

[00:22:57] Tim Wilbur: And sort of to wrap up and talk more broadly again about how AI is changing the practice, if there's one takeaway you want lawyers or clients to remember about the human edge and M&A in the AI era, what is it?

[00:23:13] Mujir Muneeruddin: You know, I would say not to be too alarmed by it. Because, look, it is going to rethink or cause us to rethink how we're doing things. But like I mentioned earlier, we've been through a lot of change. I can't speak to how things were, whether they were static or not, a hundred years ago, but I think back to some of my colleagues and mentors that coached me when I first came. And I remember somebody was telling me that in the early ’80s, a lot of law firms’ money and their profits were actually from photocopying, right. So when word‑processing and typewriting went out the door because we had modern instrumentation, they just found different ways to focus on value delivery to the client. So over the last 50 to 100 years, the legal profession, and with it so many other lines of business, have undergone major, major upheaval. So we're in no way going into uncharted waters here. It's the same philosophy — how do we rethink what we're going to do in terms of the threat that we're faced with? And if you think long and hard enough, oftentimes the threat, if used properly, can actually be a tool because you've embraced it to give you an advantage and actually a bit of a moat around the services you offer relative to the next person. So I'm not here to say everything's going to be fine and you don't have to worry about AI. Of course, it is going to be disruptive, but I think there's a lot of opportunity there as well.

[00:24:43] Tim Wilbur: Well, that's great, Mujir. Thanks so much for joining us and for sharing these insights on how AI is reshaping deals and why judgment, leadership, and human understanding still define real value in M&A.

[00:24:55] Mujir Muneeruddin: Absolutely. Thanks so much, Tim.

[00:22:56] Tim Wilbur: Thank you for tuning in and be sure to join us next time.

[00:25:01] Outro: Thank you for tuning in to CL Talk. You can listen to the latest episodes on Apple, Spotify, Amazon, and all major listening channels. Just search for CL Talk.