How should a deal team interact to ensure that an M&A deal gets to a closing?

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Q:How should a deal team (lawyer, investment banker, and others) interact to ensure that an M&A deal runs smoothly and gets to a closing?
A: This is really, really, really, that’s triple really important. First of all, the deal team that the business owners select, should have experience ideally as a team. Have these guys work together before - the lawyer, the investment banker, the CPA firm, any special advisors. Remember, there might be four or five different parties on the team and with any team, you need to designate a quarterback. Who is going to quarterback this team - is it the investment banker, is it the lawyer, is it the CPA? Is it going to vary? Sometimes it’s the investment banker initially leading the team and then like in a relay race, the baton is handed off from the investment banker to the lawyer at a particular stage in the transaction. So point one would be, has the deal team worked together before? Do they have respect for each other? Do they collaborate and make sure it’s not too much testosterone among the deal team members; each one trying to look like they are the deal hero? Do they have experience in working together? Who is going to quarterback that team and will that quarterback vary at different points in the transaction?

Point #2; are they sharing information?
I was involved in a transaction recently where the accountants were on a deal talking to the accountants on the other side. The investment bankers were on the deal talking to the investment bankers on the other side. Nobody was telling the lawyer what was what and ultimately, I need to take the concerns that have been raised or observed in other parts of the due diligence and integrate them into the document. So if the accountant calls the other accounting firm and says, "Well, these internal controls and processes are not what we thought they would be." Well damn it, call me at some point and tell me so that I can draft special reps and warranties and protection around the internal processes not being what they should be. So a lot of it is also good communication by and among team members and understanding each other’s roles.

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Written by Andrew J. Sherman
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Andrew J. Sherman is a Partner in the Corporate Department of Seyfarth Shaw LLP. Andrew focuses his practice on issues affecting business growth for companies at all stages, including developing strategies for licensing and leveraging intellectual property and technology assets, intellectual asset management and harvesting, as well as international corporate transactional and franchising matters.

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