I recently closed an M&A transaction for some close Kinkaid friends: Mark Schmulen and David Lyman. Nirav Batavia was also on the team. It was rewarding in a lot of ways, as it was great working with friends and helping them achieve a significant milestone in their careers. Financial terms were not disclosed but it was a big win for everyone, which always makes it more enjoyable. A few lessons from the legal side of things:
*The deal must get closed, remember this above all else.
*Give where it is easy to give - don’t posture unless you have leverage.
*That being said, fight for what is important.
*”You’re unlikely to walk into an M&A conference room where everyone is brandishing a copy of Getting to Yes and gushing about shared interests” - James Freund
*It takes a lot of work (read: man-hours as well as expertise) to close a transaction like this; make sure you have adequate resources. Small firms/practice groups simply do not have the resources to efficiently and effectively lead a deal of this nature.
*A drawn-out LOI negotiation does not necessarily mean that there will be less friction when negotiating the definitive transaction documents.
*Set realistic expectations and as the facts change, make sure the expectations change as well.
*Their [tax, benefits, IP, etc.] problem is your deal problem.
*Remember that the parties have to work together following the transaction; if someone needs to be the “bad guy”, it should be the lawyers, not the business folks.
