M&A Science

Latest Episodes:

The Challenges of Cross-Border Deals Aug 21, 2023

Show notes

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.

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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

Tax Considerations in M&A Aug 14, 2023

Show notes

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

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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

How to do Deals in Latin America Aug 07, 2023

Show notes

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

The Path to Successful Equal Mergers Jul 31, 2023

Show notes

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

How To Create a Value Chain Ecosystem Jul 24, 2023

Show notes

Brian Matthews, CEO at ITEL

In today's highly competitive business landscape, companies are constantly looking for ways to enhance their capabilities and maintain their edge. With so many competitors in the market, how can a company stand out and reduce customer churn?

In this episode of the M&A Science Podcast, Brian Matthews, CEO at ITEL, discusses his value chain ecosystem approach that can drive stability and growth to businesses.

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This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, 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. Sign up in under 2 minutes by going to firmroom.com.

Episode Timestamps

00:00 Intro

04:20 Value chain ecosystem approach

08:23 Real-life example of a value chain ecosystem

12:05 Emphasis on the exit planning

13:51 Traditional bank exit

16:50 Benefits of an ecosystem approach

18:47 Bringing fresh perspectives

21:56 Ecosystem Playbook

23:58 How to create a value chain ecosystem

30:22 Considering the maturity of partner ecosystems of companies

37:19 Valuation

38:32 Best practices on deal execution

40:14 Transparency rules

42:18 Reading between the lines

43:09 Craziest thing in M&A

Buying Carve-outs for Future Exits Jul 17, 2023

Show notes

Joe Covey, a serial CEO and acquirer, and investor since 1992.

Matthew Davidge, the co-owner of the NBC Affiliate WVNC (Watertown, NY) and several other stations around the country.

In big companies, some business units may not perform well and might be overlooked. It can be helpful for the company to find a more suitable owner for these units. At the same time, buyers can take advantage of these opportunities to improve the businesses and maximize their potential.

In this episode of the M&A Science podcast, we will explore the experiences of Josh Covey, a successful CEO, acquirer, and investor, and Matthew Davidge, co-owner of NBC Affiliate WVNC, as they buy and develop these businesses with the goal of exiting in the future.

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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 to outdo 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

06:43 Buy-side carve-out deals

10:35 Key approach to due diligence

11:52 Unbinding a company

13:51 Why carve-outs are difficult

15:41 Conversations with the right people

19:05 Key things to consider when doing a carve-out

22:58 Walking away from a deal

23:59 Considerations in the carve-out model

26:32 Challenges on the buy-side of carve-outs

27:58 You have to surround yourself

30:21 Evolving the operating model

34:37 The right time to exit

35:55 How working with an investment bank is different

37:48 Bank process vs. Proprietary deals

39:21 Key lessons

40:55 Timing

42:14 Communications

43:34 Alignment on post-close operations

45:27 Advice for first-time sellers

47:57 Negotiation considerations

49:59 Craziest thing in M&A

How to Execute Product-Based Acquisitions Jul 10, 2023

Show notes

Andrew Morbitzer, VP/Head of Corporate Development at Typeform

There are many different reasons why companies buy other entities. Traditionally, acquirers have focused more on the financial aspect of the target company. However, experience have shown that not all acquisitions are the same, and must be executed properly against their strategy.

In this episode of the M&A Science Podcast, Andrew Morbitzer, VP/Head of Corporate Development at Typeform, discusses how to execute product-based acquisitions.

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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.

Episode Timestamps

00:00 Intro 05:35 From engineering product to M&A 09:21 Difference of Product based acquisition 16:04 Gauging Product Market fit 22:07 Direct Observation 26:15 Permission from the company 28:21 Overlap analysis during product-based acquisition 31:35 Key elements for deal success 36:16 Agile M&A 37:51 Integrating engineering teams 40:53 Tips for product acquisition 42:41 Integrating competing products 47:00 Craziest thing in M&A

Building your M&A Muscle Jul 03, 2023

Show notes

Nate Lemmerman, Senior Vice President, Corporate Development at Cast & Crew

To perform M&A at the highest level, an ever-evolving M&A function is necessary. Organizations must focus on refining their strategies, processes, and team dynamics to ensure they can effectively navigate the complexities of each deal.

In this episode of the M&A Science Podcast, Nate Lemmerman, Senior Vice President of Corporate Development at Cast & Crew, shares his experience and tips on how to build your M&A muscle.

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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. Don't forget to use code "podcast" at checkout.

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

06:10 Building an M&A function from scratch

09:05 Steps to building an M&A muscle

12:17 The strategy

15:38 Process and execution structure

22:16 Critical things to consider before signing a deal

26:04 Hiring people for the M&A team

28:30 Building the diligence muscle

30:01 People alignment in M&A

32:20 Building the integration muscle

35:39 Best practices when doing deals

37:55 Craziest thing in M&A

How to Overcome M&A Hurdles Jun 26, 2023

Show notes

Ritika Butani, Head of Corporate Development at Toast

This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, visit https://www.mascience.com/academy. Don't forget to use code "podcast" at checkout.

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 https://www.firmroom.com

Episode Timestamps

00:00 Intro

04:22 Secrets to overcoming hurdles

05:51 Challenges in M&A

09:58 Complexities of smaller deals

12:43 Handling people in a smaller company

13:50 Cultural assessment

15:24 Culture ends up killing the deal

17:03 Tax Issues

18:58 HR issues

20:44 Contractual Issues

23:41 Change of control and assignment

25:05 Risks Mitigation

26:58 Finding good lawyers

28:34 Integration planning

30:05 Integration planning vs. hypothesis

32:44 No dedicated integration lead

34:34 Principles of doing deals

37:31 Non-negotiables

39:40 Dealing with issues

41:44 Surprise Issues

44:08 Craziest thing in M&A

Build-to-Buy and Option Structures Jun 19, 2023

Show notes

Finn Haley, SVP, Corporate Development at Edwards Lifesciences (NYSE:EW)

This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, visit https://www.mascience.com/academy. Don't forget to use code "podcast" at checkout.

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 https://www.firmroom.com

Episode Timestamps

00:00 Intro

08:53 Option structure

14:04 Exit cap

16:11 Drivers for the structure

18:28 Alignment with the strategy

20:35 Monitoring progress and milestones

22:16 Moving fast

24:08 Failed startups

26:16 Risks

30:09 Exercising the option

33:54 Why deals don't push through