What Does a Legal Counsel Do at WAD Capital?

The Legal Counsel at WAD Capital is the in-house legal backbone across every acquisition the fund executes. At WAD Capital, that role is held by Céline van Aalst, a corporate M&A lawyer with a decade of experience structuring transactions for entrepreneurs, investors, and boards across the Belgian and cross-border SME market. Her work spans the full acquisition lifecycle: shareholder agreements, share purchase agreements, letter-of-intent negotiations, due diligence coordination, and post-closing integration support for portfolio companies. She also oversees fund-level regulatory compliance for WAD Capital as an FSMA-registered privak. The role is structurally different from the way most smaller funds handle legal work. Most rely on external law firms called in transaction by transaction. WAD Capital's decision to bring the Legal Counsel function in-house reflects a specific view about how an institutional search fund should scale: legal capability sits inside the deal team, not above it.

What Does an In-House Legal Counsel Actually Do?

The Legal Counsel's work sits across three areas: transactions across the acquisition lifecycle, fund-level regulatory work under WAD Capital's status as an FSMA-registered privak, and ongoing legal support to portfolio companies after close.

None of these three areas is unusual on its own. What is less common at the lower mid-market scale is having all three inside one function, held by one person embedded in the deal team rather than routed through external counsel on a per-transaction basis.

Why Does an Institutional Search Fund Need In-House Legal Capability?

Traditional lower mid-market funds often outsource legal work to external firms. That model scales without hiring, gives access to specialist expertise on demand, and moves cost from fixed overhead to per-transaction billing. It has real advantages.

It also has structural friction at higher deal velocity. External counsel is engaged for a specific transaction. The lawyer working on that deal learns the fund's preferences, its precedents, and its risk appetite over the course of the engagement. That knowledge then sits inside the external firm and has to be re-transferred on the next transaction. The deal team ends up managing the legal work rather than being served by it.

For an institutional search fund running multiple parallel acquisitions across a cohort of CEOs-in-Residence, that friction compounds. An in-house Legal Counsel operating across all active deals sees the pattern that no single external instruction can see: which risks recur, which structures work, and where accumulated experience makes the next transaction easier than the last.

The scale of the underlying opportunity supports the investment. According to Eurostat, approximately 33 million SMEs were active in the EU business economy in 2023, representing 99.8% of all enterprises. The 2024 IESE International Search Fund Study reports that 62% of all international search fund acquisitions have occurred since 2020. The category is growing. The funds building institutional infrastructure inside their operating model are positioning to grow with it.

Who Is Céline van Aalst?

Céline van Aalst is WAD Capital's Legal Counsel. She joined the fund after a decade advising on corporate M&A and venture capital transactions across the Belgian and cross-border SME market. Her background includes structuring complex corporate deals for entrepreneurs, scale-ups, and institutional investors, and guiding founders through capital rounds and growth financings in Belgium's technology and innovation ecosystem. She has particular depth in shareholder agreements and the legal architecture that underpins growth and succession transactions.

She also adds governance and restructuring expertise to her core corporate and M&A experience. That combination is relevant at WAD Capital. Institutional search fund transactions involve retiring founders, reinvesting sellers where applicable, incoming operator-CEOs, and a fund structure that holds those interests together for the long term. Legal architecture at that intersection requires both transaction fluency and governance depth. Céline's background sits at exactly that intersection.