By Diane Walsh, Prager Metis International LLC
The business world is rapidly evolving. Industries across the globe are experiencing increased competition, aging workforces, and regulatory shifts that are leading to consolidation. Many of these consolidations occur through mergers and acquisitions. On the surface, it may look like marketers do not and should not participate in this process. However, owning a seat on the merger team is actually one of the most important responsibilities a marketer can have. The strategic perspective that marketers bring to the discussion table is critical to a successful venture.
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By Jeroen Kruithof, Virtual Vaults
Cybercrime is a rapidly growing threat that is impacting more and more companies. It is generally known that cybercrime can cause reputational damage due to the loss of intellectual property. On the other hand, cybercrime can cause personal data breaches, which could result in serious fines for the company.
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By Luc Keltjens, Marktlink Fusies & Overnames B.V.
With a lot of ‘dry powder’ available by private equity firms, a relatively new type of M&A transaction is gaining popularity in the Netherlands and Europe’s midmarket: the entrepreneurial pre-exit. This type of transaction provides serious business opportunities for financial and legal advisors to benefit from long-term relationships with clients and create recurring business for several years.
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By Bart Steenmeijer, Marktlink Fusies & Overnames B.V.
Due diligence is a much-feared subject in business acquisitions. Many entrepreneurs believe that buyers are looking for a pretext to considerably lower the purchase price or wriggle out of the deal. Marktlink has investigated whether they are right. The result? Of 25 reviewed acquisitions in 2016, 24 were continued after signing the letter of intent. In 38% of these cases, the purchase price was slightly adjusted.
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By Michael Mercurio Esq., Offit Kurman
For buyers and sellers alike, due diligence is often what makes or breaks a mergers and acquisitions (“M&A”) transaction. Now that you have agreed to the prospective buyer’s expectations, as outlined in a letter of intent (“LOI”) or term sheet, it is time for both parties to get serious about pursuing the deal. For your buyer, this means a rigorous investigation of your business. For you, this means accommodating your buyers’ requests, and preparing your records as thoroughly as possible (which hopefully are in good order, as you have ideally performed a self-audit of your business prior to going to market).
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By Michael Mercurio Esq., Offit Kurman
If a mergers and acquisitions (M&A) transaction is analogized to a baseball game, negotiations are the seventh-inning stretch. For seller and buyer alike, this process is a potentially thorny and grueling one, as both sides are often pursuing opposite agendas: You want to sell your business at the highest price along with the best terms possible, while your buyer aims to bring purchase your business for the fewest dollars possible and achieve their ideal purchasing terms.
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By Michael Mercurio Esq., Offit Kurman
The decision to sell your business is typically one of the most important inflection points in the lifecycle of your business. Chances are that when you arrive at this decision point, either because you have affirmatively decided to go to market to sell or you have been presented with a viable offer from a third party purchaser that:
- You have never sold a business before.
- You do not know where to start the process.
You are not alone as most sellers identify with the points above. But remember the golden rule that applies to all closely held businesses — you will leave your business one day, voluntarily or involuntarily. It is the only absolute truth in business.
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By Michael Mercurio Esq., Offit Kurman
Most mergers and acquisitions (“M&A”) transactions commence in earnest with a letter of intent (AKA a term sheet). As the name implies, a letter of intent (“LOI”) is a written document that outlines the intentions of the buyer and the seller during a transaction. Simply put, the LOI is the roadmap to the transaction. Among other matters, the LOI will include the purchase price for the subject business (and the associated payment terms) as well as the other key considerations and conditions to the transaction. In the end, the LOI is a written expression of the buyer’s intentions to purchase your business and with its submission to the seller indicates the buyer’s intentions for the deal. The LOI is a very important document. It should be in writing and it should be carefully crafted.
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By Michael Mercurio Esq., Offit Kurman
No matter how thoroughly you prepare to sell your business, closing a mergers and acquisitions (M&A) deal requires a great deal of patience and commitment from the seller’s vantage point. Chances are you will need to wait longer than you would otherwise prefer to receive your payout, as there are many I’s to dot and t’s to cross by the buyer. Keep focused and be mindful of seller fatigue (that uncanny sensation to just give in to the buyer’s demands in order to get the deal finished)
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By Michael Mercurio Esq., Offit Kurman
The day you sign away ownership of your business is a major milestone in the M&A process, but it is not the end of the deal. Both parties—buyer and seller alike—still face obligations to each other, as well as to the business in question.
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