Bruce Milne
Now for Number Ten, let’s hear from Ivan Ruzic.
Ivan Ruzic
M&A law is a discipline unto itself. There are firms that dabble, and then there are the experts, who understand the intricate dance between buyer and seller. Tech M&A deals are complicated, and an inexperienced attorney can kill them—this means that your company attorney is probably not the right choice.
So here are some of the questions to ask to find the right attorney for you:
• Ask them about their last couple of deals. Do they have a track record of successful technology M&A?
• How do they approach negotiating risk? Discuss the risk-rewards tradeoffs they have made in the past.
• What is the range of capabilities of the firm? Can they review the patent, tax, and other issues that may arise?
• What’s the chemistry like between you and the attorney? It can be an emotional experience, so make sure they’re not adding additional stress.
• Don’t be reluctant to ask for references and do follow through.
Finally, a great way to find a good lawyer is through a Corum event—we work with some of the top firms to host our tech M&A workshops globally.
Bruce Milne
Thank you, Ivan. Great stuff.
Now we’ll hear from Dave Levine.
Dave Levine
Once you receive a letter of intent to purchase your company, you’ll enter one of the most important phases of the M&A process. This is a point in the process when you have the most leverage. It is at this point where your M&A team must be aligned to successfully negotiate the letter of intent for the process to move forward. As you consider your M&A playbook, do not underestimate the importance of having an aligned team, including your banker, attorney, and accountant. Carefully assemble your M&A team with a balance of experience and pragmatism. Every word of the letter of intent matters and critical issues will come up between you and the buyer during this phase that can kill your deal. An aligned M&A team is your best offense and defense to achieve an executable letter of intent that meets your goals and reduces your long-term risk.
Bruce Milne
Thank you. Now let’s head back to HQ and hear from Dan Bernstein.
Dan Bernstein
Completing a transaction is a complex, emotional and long process. Gridlock is commonplace, and often leads to the buyer and the seller walking away with a sour taste in their mouth. Email conversations are often impersonal, can sound strident, and in certain cases can exasperate an already tense situation. You know both the seller and the buyer want to do the deal! There’s just a few issues blocking. So, get everyone on the phone and work through the remaining problems. Hearing your voice and your intent to work through the issues will automatically dispel 90% of the tension. Just get on the phone and get it done.
Bruce Milne
Thank you, Dan. Negotiations are a very interesting dance. There are times when the principles have to stay apart because they have to work together and there is a lot of stress, a lot of details.
Then there are times, like Dan is saying, just to wrap it up, cover the last few issues, just get it across the goal line there; you just need to get everyone in the room.