Category Archives: Uncategorized

Understanding M&A Deal Documents

In completing a transaction, buyers and sellers eventually need to come together to negotiate final deal documents. This happens surprisingly late in the process, but obviously is the final gateway to completing a transaction. The primary deal document most often takes the form of an Asset Purchase Agreement or a Stock Purchase Agreement. However, in most transactions, there are a variety of other documents as well, including but by no means limited to employment agreements, loan agreements and shareholder Read More [...]

Meeting Potential Business Buyers

When selling a business, it’s important to separate the serious buyers from the lookie loos. I advise my clients that realistically, they should expect a third of the buyers that submit indications of interest (“IOIs”) to drop off when asked to participate in more detailed discussions. After receiving IOIs, I typically arrange for my client to meet with our four to six potential acquirers over the course of a week, with one or two meetings per day. Typically, buyers will bring several people Read More [...]

Tax and Estate Preparation Before a Sale

As part of your exit plan, it is critical to prepare for an eventual liquidity event from a tax and estate planning perspective. Consider the following planning measures to help you secure the best and most efficient transaction: Company Tax Planning: Analyzing and implementing
appropriate organizational and structural changes can
radically affect the ultimate value of a sale if they are
put into place many years before a transaction takes
place. For example, most middle market sellers Read More [...]

Crossing the Finish Line of an M&A Deal

Not too long ago, deal closings involved large conference rooms in lawyers’ offices, reams of paper, and lots of angst as people confirmed the receipt of wire transfers. In today’s world, a closing usually occurs electronically, with documents being signed and passed by e-mail, with a final conference call with all parties involved (including lenders, equity providers, etc.), where the people with the money give their consent to release funds, everyone thanks each other, and then wire transfers Read More [...]

Selling Your Business is a Numbers Game

To maximize the value of your company when you’re ready to sell, you should create a market for it where there are a number of buyers competing against each other for your business.  Now, it’s important to realize that you’ll be kissing a lot of frogs along the way.  There is no easy way to find the “right” buyer in this marketplace. You’ll need to talk to a number of them, listen to them and explore their needs and proposals. Ultimately, you’ll find yourself weeding out the ones Read More [...]

How to Execute a Contract with an M&A Intermediary

For entrepreneurs and middle market business owners, the sale of your business is likely the only time you will ever go through the M&A process. To ensure success, enlisting the help of a trusted expert is a crucial step in securing the best deal possible. Once you have selected an intermediary, they will undoubtedly ask you to sign a contract governing your relationship with them. While there are many forms of these contracts, all will address a number of common issues. Duration/Exclusivity Read More [...]

Step-by-Step for Successful M&A Transactions: Vintage Announces Three-Part Educational Webinar Series

Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to invite securities lawyers and senior executives at entrepreneurial start-up organizations, emerging growth companies, private companies and public companies to attend this new education webinar series: The Inner Workings of a Deal. Delivered succinctly and in plain English, this three-part series will walk viewers through the workings of a merger and acquisition. The Read More [...]

How to Interact with Prospective Buyers of Your Business

Interacting with prospective buyers can be an intimidating task for business owners who are new to the M&A process. In my experience, the primary thing that buyers care about is not making a bad acquisition. Consequently, their initial focus will be both on whether the company is a good fit for their needs and what the significant down side risks of the opportunity are. Therefore, your advisor will be asked a lot of questions about customer and vendor concentration, payment problems, litigation, Read More [...]

Choosing the Right M&A Intermediary

For entrepreneurs and middle market business owners, the sale of your business could very well be the biggest deal of your life. It is probably the only time you ever go through the M&A process, so enlisting the help of a trusted expert is a crucial step in securing the best deal possible. These intermediaries run from business brokers on the low end to Wall Street investment banks on the high end. While they all serve the same purpose, creating a transaction between a willing buyer and a Read More [...]

How to Find an M&A Adviser without a Conflict of Interest

For over 15 years, I advised clients as a lawyer in complex business transactions. My key advice was consistent, no matter the particulars of the business relationship: Make sure everyone’s incentives are aligned. Following this basic rule is the best way to avoid conflicts of interest while hiring an M&A adviser to sell your company. There are many different types of advisers and a host of issues to consider when hiring one, but if you create a relationship that aligns your incentives with Read More [...]