M&A Science

Kison Patel

M&A Science, hosted by Kison Patel (Founder & CEO of DealRoom), is your go-to podcast for mastering the art of mergers and acquisitions. Each week, Kison and his expert guests from leading brands like Xerox, FastLap, and Cisco dig deep into real-world M&A strategies, offering actionable insights to optimize your M&A practice.

Whether you're an experienced practitioner or new to the field, M&A Science provides practical advice on key topics like sourcing, due diligence, integration, divestitures, and more. With over 300 episodes, this podcast is the premier thought leadership resource designed to streamline your deal-making process.

Start listening today and visit mascience.com/podcast to access over 300 episodes. Brought to you by DealRoom, the leading M&A optimization platform used by the best M&A teams around the world

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426 episodes
Updated July 29

Episodes426

Newest first

Dec 11, 2023 · 48 min
Executing Smaller Deals and Negotiating Key Legal Provisions
Anthony Krueger, Associate at Morrison & Foerster LLP M&A comes in varying sizes. However, there's a common misconception that smaller deals are easier to execute than larger ones. The truth is, that smaller deals come with their own unique set of challenges that could possibly make them even harder to do. In this episode of the M&A Science Podcast, Anthony Krueger, Associate at Morrison & Foerster LLP, debunks this myth and discusses how to execute smaller deals and negotiate key legal provisions. You will learn: •The complexities of smaller deals •Executing earnouts •Reps and warranties insurance for smaller deals •Working capital adjustments and its effect on smaller deals ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best-in-class courses, templates, and networking opportunities in the industry. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page. Episode Bookmarks 00:00 Intro 04:36 Smaller deals vs bigger deals 06:35 Complexities of smaller deals 06:52 Other layers of complexities 10:10 Earnouts 18:03 Reps and warranties 24:08 Fundamental vs General Reps and Warranties 25:35 Indemnities 28:40 Disclosure schedules 32:34 Caps and Baskets 35:52 Carve-out 36:44 Working capital adjustments 40:47 Deferred revenue 42:01 Accrued bonuses and vacations 44:12 Advice to those doing small deals 45:12 Craziest thing in M&A
Dec 4, 2023 · 1 hr 4 min
The Intricacies of M&A from Start to Finish
Rajive Dhar, VP, Head of Corporate Development at NetApp (NASDAQ: NTAP) For first-time acquirers, M&A can be challenging, as it comes with strenuous processes with many complexities that can turn the dream into a nightmare. However, with proper guidance, acquirers can have a smooth transaction and an amicable negotiation. In this episode of the M&A Science Podcast. We discuss the intricacies of M&A from start to finish with Rajive Dhar, VP, Head of Corporate Development at NetApp, to help us navigate our first deal. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Bookmarks 00:00 Intro 05:58 Different types of M&A 09:49 Corporate Strategy for M&A 12:37 Dealing with new customers 14:49 Acquiring competitors 17:13 Target screening 22:19 Opening up conversations with the target company 23:55 Initial Due Diligence 25:59 Diligence list 30:17 Sunsetting competitors product 33:02 Assessing culture 34:52 Putting an LOI together 39:58 Negotiating deal structure 46:41 Earnouts 55:44 Keeping relationships 1:00:13 Best advice for practitioners
Nov 27, 2023 · 1 hr 5 min
M&A Surprises and Horror Stories
Jim Ackerman, recent Vice President of Corporate Development at Flex; Steve Coghlan, Semi-recent Vice President of Corporate Development at Flex. Every deal is different, which means each and everyone will present unique challenges that teams have to overcome. Especially when dealing with smaller companies. There is no such thing as a perfect deal. However, with the right mindset and approach, deals can still close and bring value to both parties involved. In this episode of the M&A Science Podcast, Jim Ackerman, recent Vice President of Corporate Development at Flex, and Steve Coghlan, former Vice President of Corporate Development at Flex, discuss their experiences on M&A surprises and horror stories. This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. Leave the pay-per-page world behind by going to www.firmroom.com Episode Bookmarks 00:00 Intro 05:06 Sourcing deals 08:24 Key things to ask during the first meeting 11:49 How to get exclusivity 15:01 How the governance works 16:41 Due diligence red flags 17:21 Cultural integration 19:46 Working with the board 23:54 Best way to pitch a deal to the board 24:34 Stakeholder management in the board 25:40 Managing M&A surprises 29:30 Good M&A Surprises 34:37 Accounting surprises 36:30 Private deal surprises 40:39 IT surprises 42:33 Surprises between signing and closing 45:38 How to mitigate risks and surprises 46:13 What trap currency is 48:04 Integration surprises 50:40 Mitigating surprises from integration 54:25 Instilling clear and purposeful communication 55:23 Hardest step to do in M&A 56:10 Worst deal ever done 59:11 Best advice 1:00:12 Craziest thing in M&A
Nov 20, 2023 · 51 min
How Positive Relationships Can Drive Success in M&A
Nicole Markowski, Manager and Corporate Development at Wipfli LLP More than the numbers, relationships can make or break a deal. Regardless of the deal rationale, strong, trusting connections between parties can lead to smoother negotiations, clearer communication, and a greater likelihood of mutual satisfaction in the end result. In this episode of the M&A Science Podcast, Nicole Markowski, Manager and Corporate Development at Wipfli LLP, delves into the importance of cultivating positive relationships to drive M&A success. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps: 00:00 Intro 07:04 The importance of relationships in M&A 09:25 Key people to build relationships with 15:55 How to foster and develop relationships 23:03 How to engage with key people 25:27 Approach to build relationships 28:30 People assignment for developing relationships 30:47 Delegating tasks in building relationships 34:22 Key acquired company people to build relationships with 36:31 Handling resistant groups 39:25 People problems and how to address them 45:57 Advice to first-time practitioners 47:45 Craziest thing in M&A
Nov 13, 2023 · 48 min
M&A from a CFO's Perspective Session 2
Samuel Wilson, Chief Executive Officer at 8x8 (NASDAQ: EGHT) In the grand scheme of things, every M&A must make financial sense. Whether it's cutting cost, increasing revenue, or achieving operational efficiencies, it all boils down to the numbers. After all, every company's main goal is to grow and increase profit for its shareholders. It is why the Chief Financial Officers play an integral role in M&A. In this episode of the M&A Science Podcast, we will explore M&A from a CFO's perspective, featuring Samuel Wilson, Chief Executive Officer at 8x8. ____________________________________________________________________________ This episode is sponsored by the DealRoom and FirmRoom. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com. Episode Timestamps 00:00 Intro 07:55 The Role of CFO 11:39 Risk Management 14:39 Integration aspect 15:54 Alignment on assumptions 18:14 Managing people 19:28 Best integration practices 21:25 Working with the CEO 22:52 Walking away from a deal 27:10 Getting involved in the deal 29:50 Tying the Strategy 33:36 Integration Budgeting 39:43 Working with corporate development 40:54 Advice for first time acquirers 44:04 Craziest thing in M&A
Nov 6, 2023 · 46 min
M&A from a CFO's Perspective Session 1
David Barnes, Chief Financial Officer at Trimble Inc. (NASDAQ:TRMB) Chief Financial Officers (CFOs) play a pivotal role in shaping the destiny of strategic ventures. Beyond their traditional financial responsibilities, these financial architects hold the key to unlocking the full potential of mergers and acquisitions. In this episode of the M&A Science Podcast, we explore M&A from a CFO's perspective with David Barnes, Chief Financial Officer at Trimble Inc. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to firmroom.com. Episode Timestamps 00:00 Intro 04:29 The Role of CFO 05:14 How the CFO's roles differs from the CEO 06:24 Decision-making process and approvals workflow 09:43 Communicating opportunities 11:15 Prioritization 14:18 Balancing the allocation of budgets 16:42 How equity compensation works 18:14 How aligned investment analysts are when evaluating a company 20:08 Forecasting deals 22:53 Priorities when looking at deals 26:49 Balancing priorities when structuring earnouts 28:31 Understanding a company's culture 31:08 Integration from a CFO's perspective 33:49 How the speed of integration impacts value realization 37:05 Biggest lessons learned as a CFO 39:23 How to pitch deals to the CFO 41:38 Craziest thing in M&A
Oct 30, 2023 · 39 min
The Big Shift from Corporate Development to Private Equity
Joe Metzger, Managing Director at 777 Partners Navigating a career shift can be a transformative experience, unlocking new opportunities and challenges. For Joe Metzger, Managing Director at 777 Partners, diving into the world of private equity was an exciting path to explore. It's a chance to grow expertise, collaborate with diverse entities, and embrace strategic growth. In this episode of the M&A Science Podcast, Joe shares his amazing journey shifting from corporate development to private equity. ____________________________________________________________________________ Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at mascience.com. Episode Timestamps 00:00 Intro 05:02 Transitioning from Corporate Development to Private Equity 08:59 Corporate Development role vs Private Equity role 12:10 Seeking employment opportunities 16:16 The efficient frontier concept 20:06 Are you happier in private equity than in corporate development? 24:17 How to negotiate employment offers 26:48 Other things to negotiate in employment agreements 30:47 How to land a PE role 33:34 Advice to those considering transitioning between Corp Dev and Private Equity 34:52 How to transition to a PE role from a VC and M&A role 36:03 Craziest thing in M&A
Oct 23, 2023 · 37 min
Integration Strategies in M&A Part 2
Chris Evans, Experienced M&A Leader | former Head of CorpDev Integration at Amazon and Scott Boyd, Deputy Director, Strategy Implementation at Bill & Melinda Gates Foundation | former Head of Integration for AWS. (NASDAQ: AMZN) Change management is one of the most crucial aspects of M&A. While integration involves multiple facets, from supply chains to customers, change management is solely focused on the employees. This can make or break a deal, as employee retention is one of the main ingredients to achieving synergies in a timely manner. In this episode of the M&A Science podcast, Chris Evans, former Head of CorpDev Integration at Amazon and Scott Boyd, former Head of Integration for AWS, discusses integration strategies change management person. particularly the nuisances of change management. ____________________________________________________________________________ Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at MAscience.com! Episode Timestamps 00:00 Intro 02:26 Integration Strategy vs Change Management 06:50 Definition of Change Management 09:55 Dedicated Person for Change Management 14:03 Change Management Planning 16:16 Most Effective Approach to Change Management 19:32 Common Challenges during Change Management 24:25 Practical Tips for Change Management 26:49 Hardest Step in M&A 33:38 Craziest Thing in M&A
Oct 16, 2023 · 52 min
Integration Strategies in M&A Part 1
Chris Evans, Experienced M&A Leader | former head of CorpDev Integration at Amazon and Scott Boyd, Deputy Director, Strategy Implementation at Bill & Melinda Gates Foundation | former Head of Integration for AWS. (NASDAQ: AMZN) In the complex world of M&A, the difference between a successful deal and a failed one often hinges on integration. Proper integration, driven by a harmonious fusion of strategy and execution, ensures that the merging entities can effectively combine their strengths and navigate potential pitfalls. In this two-part episode of the M&A Science Podcast, we dive deep into the heart of integration strategies and underscores the pivotal role of the integration team during the due diligence process, featuring Chris Evans, ex-Head of CorpDev Integration at Amazon and Scott Boyd, former Head of Integration for AWS. ____________________________________________________________________________ Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at mascience.com. Episode Timestamps 00:00 Intro 06:11 Types of Integration Strategies 09:14 Transformative Integration 11:39 Deals Easy to Integrate 13:24 Most difficult thing to Integrate 15:40 Timeline of integration planning 20:26 Benefits of Integration teams running diligence 25:49 Integration Teams' Diligence Execution 28:46 Structuring the M&A Function 34:39 Consistency vs. agility 40:10 Understanding culture pre LOI 44:34 Working with inexperienced business leaders 46:59 Questions to ask pre-LOI as an Integration leader
Oct 9, 2023 · 45 min
Executing M&A in Healthcare
Roy Schoenberg, President & Co-CEO at Amwell - American Well Corporation (NYSE:AMWL) The healthcare industry is a complex and rigid space where change is often rejected. Any evolution in this sector not only signifies business decisions but also influences the overall quality and accessibility of patient care. In this episode of the M&A Science Podcast, Roy Schoenberg, President & Co-CEO at Amwell, delves into the intricacies of navigating M&A in the healthcare industry. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com. Episode Timestamps 00:00 Intro 04:26 Evolving from a medical background to M&A 07:27 What makes the healthcare space distinct 09:36 What drove Amwell to do acquisitions 13:03 Shaping the acquisition strategy 16:59 Amwell's first acquisition 22:29 Integrating the new company 24:50 Retaining key people 28:33 First acquisition lessons learned 31:03 Dealing with transaction surprises 34:03 Approaching deals as one of the main principal 38:01 Deal sourcing 39:49 Managing relationships with the counterparty 41:30 Communication during diligence 43:14 Craziest thing in M&A
Oct 2, 2023 · 45 min
How to Balance Culture During an Integration
Mark Rayfield, CEO of Saint-Gobain North America (EPA: SGO) and CertainTeed Integration is not just about combining processes and systems. It is about bridging cultures and creating a shared identity. However, integrating two organizations can be complex, especially when it comes to managing major cultural differences. In this episode of the M&A Science Podcast, we explore key strategies for effectively balancing culture during an integration, featuring Mark Rayfield, CEO of Saint-Gobain North America and CertainTeed. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps 00:00 Intro 05:50 Culture in M&A 09:59 Acquiring a competitor 11:18 Team Alignment 13:24 Understanding culture 15:45 Difficulties of Culture 16:52 Improving decision-making 18:55 Challenges for smaller companies 20:37 Lessons learned from acquisitions 24:58 Establishing strong communication 27:14 Advice on Integration 31:08 Retaining lessons learned 32:49 Ensuring deal value 34:40 Governance and M&A activities 37:20 Success metrics 38:59 Messaging with key investors 40:20 Non-core acquisitions 41:19 Cultural aspect of non-core acquisition 43:02 Craziest thing in M&A
Sep 25, 2023 · 46 min
Planning and Executing Your Exit as an Investor
Dr. Irit Yaniv, Founding Partner and CEO at Almeda Ventures (TLV: AMDA) While most investors have a passive role in their portfolio company, some investors are active in shaping and contributing to its success. For venture capitalists, one of the best scenarios is for the portfolio company to be acquired to maximize investment returns. In this episode of the M&A Science Podcast, Dr. Irit Yaniv, Founding Partner and CEO at Almada Ventures, discusses what investors can do when planning and executing the exit. ____________________________________________________________________________ This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps 00:00 Intro 03:26 M&A in the medical device industry 04:49 Minority position during Investment 05:35 When to think about an exit 06:59 Getting involved in the exit 09:57 Working with the CEO 12:03 Keeping track of potential acquisitions 14:34 Finding the right buyer 17:55 Managing exit planning disagreements 20:34 Who controls exit decisions 22:23 Negotiation 25:37 When to engage with a banker 36:51 Advice on planning an exit 38:11 Bad exits 40:29 Other takeaways 42:35 Craziest thing in M&A
Sep 18, 2023 · 46 min
How PE Should Support Portfolio Company Acquisitions
Barak Routhenstein, Vice President of Corporate Development at Profile Products The collaboration between a Private Equity (PE) firm and a portfolio company during an acquisition is a powerful partnership. Together, they create a synergistic environment where growth and value thrive. In this episode of the M&A Science Podcast, we will explore insights from Barak Routhenstein, Vice President Corporate Development at Profile Products, on how PE firms can provide invaluable support to portfolio companies during the acquisition process, setting the stage for success and maximizing value creation. ____________________________________________________________________________ Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 03:57 Changes in the M&A landscape 04:39 Changes in private equity acquisitions 08:14 Go-to-market 10:48 Deal origination 12:19 International deals 14:25 How PE firms look at acquisitions 15:48 Bad cultural fit 18:40 Relationship with PE firms 20:20 Ideal PE-sponsor relationship 21:45 Managing deal sourcing conflicts 22:38 Approval process 24:44 Sustaining support from PE firms 27:08 Reporting structure 29:54 Advice for PE firms in supporting portfolio companies 32:54 Staging productive meetings 35:01 Keys to pitching a deal 38:46 Approaching target company relationships 41:28 Managing underperforming acquired companies 42:18 PE firms buying other PE firms 43:26 Craziest thing in M&A
Sep 11, 2023 · 42 min
The Art of M&A: Striking the Right Balance Between Integration and Autonomy
Glenn Sanford, CEO eXp World Holdings, Inc. (NASDAQ: EXPI) For high-growth companies, M&A is almost inevitable. If done right, it could speed up growth and open new opportunities for the acquiring entity. However, it's not without challenges, as it can also be destructive and destroy both companies involved. In this episode of the M&A Science Podcast, Glenn Sanford, CEO eXp World Holdings, Inc., discusses the art of M&A, and striking the right balance between integration and autonomy. ____________________________________________________________________________ Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 03:51 EXP's acquisition history 05:31 Reasons behind EXP's acquisitions 10:12 Acquiring Success Magazine 14:22 Factors to consider when looking at potential targets 17:49 Understanding a company's culture 20:13 Reverse merger 24:38 Capital structure evolution 27:05 Managing relationships with the board of directors and shareholders 31:19 Managing integration 36:47 Other lessons and takeaways 39:03 Craziest thing in M&A
Sep 4, 2023 · 50 min
Ensuring Alignment for Deal Success
Andrew Bilbao, current CFO of Noble Education Acquisition Corp. M&A is a massive undertaking that calls for collaboration among numerous individuals. Ensuring alignment with everyone involved is essential for the success of a deal. Yet, with a variety of opinions and personalities at play, achieving alignment can be quite a challenge. In this episode of the M&A Science Podcast, Andrew Bilbao, CFO of Noble Education Acquisition Corp, shares valuable insights on how to guarantee alignment for deal success, paving the way for a smooth and fruitful M&A process. ____________________________________________________________________________ Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds. You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today! Episode Timestamps 00:00 Intro 04:47 Areas where alignment is important 07:03 Approach to Alignment 11:19 Prioritizing the pipeline 14:11 Identifying an opportunity to LOI 15:56 Target Market Competitiveness 19:50 Evolving from first conversations 20:59 Go/No-go decision 25:47 Bidding process 28:45 Things to not do when dealing with the Board 29:55 Working with functional leads 33:41 Alignment with functional leads 35:53 Keeping alignment to strategy 38:16 The hardest part of achieving alignment 39:10 How do you not fall in love with your deal? 46:41 Craziest thing in M&A
Aug 28, 2023 · 43 min
How a Public Equity Analyst Evolves to Executing M&A
Greg Stein, Vice President, M&A and Strategy at Xerox (NASDAQ: XRX) For public equity analysts, M&A is nothing new. One of their main jobs is to conduct financial analyses of companies and other potential investments. However, M&A execution is another story. In this episode of the M&A Science Podcast, Greg Stein, Vice President of M&A and Ventures at Xerox, shares his experience as a public equity analyst and how his role evolved to executing M&A. ____________________________________________________________________________ This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. Leave the pay-per-page world behind by going to https://firmroom.com/ Episode Timestamps 00:00 Intro 06:42 From public equity analyst to doing deals 07:32 Executing M&A against the strategy 10:49 Assessing M&A processes of companies 13:58 Trends between announcement of a deal and stock price 15:50 Transition from PE analyst role into corp dev 17:48 How to evaluate a business 19:26 Walking away from a deal 21:11 Integration aspects 24:09 Potential pitfalls in a deal 25:25 Prioritizing diligence 26:54 Guiding principles 28:08 Deal timeline and who gets involved 30:52 People overlap 32:25 Preliminary diligence as a Public Equity Analyst 35:59 Tips for negotiations 38:09 Advice for people transitioning from public equity role to M&A 40:10 Craziest thing in M&A
Aug 21, 2023 · 1 hr 3 min
The Challenges of Cross-Border Deals
Clifford Felig, Partner at Meitar | Law Offices. International business transactions often present unique challenges that are vastly different from local ones. The complexity increases exponentially when these transactions involve mergers and acquisitions (M&A). In this episode of the M&A Science Podcast, Clifford Felig, Partner at Meitar Law Offices, discusses the challenges of cross-border deals, particularly in Isreal, where he had most of his experiences. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro 03:44 Finding an attorney for cross-border deals 08:01 Challenges of cross-border deals 14:55 Being mindful of the time difference 16:21 Key differences in local laws 19:18 Nature of deals in Isreal 21:40 Mitigating Risks 25:19 Differences in Negotiations 28:10 Difference in presenting LOI 29:56 Key differences in price negotiations 33:33 The American stereotype 36:59 Indemnification issues 39:40 Confidentiality 43:20 Differences in diligence 46:43 The importance of an attorney's experience 48:09 Negotiating legal fees 52:22 Integrating Cross-Border Deals 53:32 Signs of a bad counsel
Aug 14, 2023 · 56 min
Tax Considerations in M&A
Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, The intricacies of tax considerations in a merger or acquisition (M&A) transaction cannot be overstated. These considerations play a crucial role in shaping the overall economics and structure of the deal and can significantly impact the outcome for all parties involved. With expert tax planning and structuring, it is possible to mitigate the tax burden and maximize the benefits of the transaction. In this episode of the M&A Science Podcast, Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, delves into the importance of tax considerations in M&A and provides valuable insights on navigating this complex landscape. Things you will learn in this episode: Tax complexities in M&A Buyer's tax considerations Seller's tax considerations Gross-up in negotiations Net-operating losses ____________________________________________________________________________ This episode is sponsored by The M&A Science Fair, the exclusive event for the industry-leading M&A corporate practitioners. Episode Timestamps: 00:00 Intro 05:49 Tax Complexities 07:34 Considering Tax 15:05 Start-up Tax liabilities 18:33 Minimizing Risks 21:42 Stock vs. Asset sale 22:58 Net Operating Losses 27:00 Buyer's Benefits 28:24 Creating a Holding Company 30:00 Equity Compensation 31:33 Efficient Tax Structuring for Sellers 36:59 Negotiations 39:38 Tax Considerations in LOI 43:40 Qualified small business stock 48:59 Relocation for Tax Savings 50:41 Tax considerations during diligence 52:21 Lessons Learned
Aug 7, 2023 · 41 min
How to do Deals in Latin America
Juan Guillermo Castaneda, former Senior Advisor to SKG CEO (LSEG: SKG) This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom. To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net. FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com Episode Timestamps: 00:00 Intro 04:13 Difference of M&A in the US vs Latin America 10:14 Mitigating Risks 14:31 Culture 17:54 Deal sourcing 19:41 Approaching companies 21:02 Getting companies interested 22:46 Dealing with Legacies 25:06 Red Flags in deals 29:59 Integration 33:11 Alignment before closing 34:01 Lessons Learned 35:37 Negotiations 36:27 Craziest thing in M&A
Jul 31, 2023 · 40 min
The Path to Successful Equal Mergers
Scott Crofton, Partner at Sullivan & Cromwell LLP Too often, M&A involves a larger entity acquiring a smaller business. Only a few believe that a merger of equal can be possible, especially considering the power struggle between the two companies. However, a merger of equals can be a powerful strategy that could unlock tremendous value and opportunities for growth if done right. In this episode of the M&A Science Podcast, Scott Crofton, Partner at Sullivan & Cromwell LLP, discusses the path to a successful equal merger. ____________________________________________________________________________ This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page. Episode Timestamps 00:00 Intro 04:27 Mergers of equal 07:05 Managing mergers of equal 09:13 Private deals 12:55 The management team under mergers of equals 14:33 Board of directors composition 16:12 The process of mergers of equals 19:27 Diligence process 20:55 The impact of mergers of equal 23:06 Real-life story of Hostile Bids 25:13 Poison pill defense 28:51 Fairness Analysis 31:31 Litigation 33:18 Pros and Cons of Mergers of Equal 35:06 Time frame of mergers of equal 35:57 Best Advice 36:59 Craziest thing in M&A