Corporate Mergers and Acquisitions: A Guide for Practitioners and Transaction Team Members

A comprehensive guide to executing M&A transactions in complex corporate environments

Corporate Mergers and Acquisitions: A Practical Guide for Practitioners and Team Members provides a foundation for Corporate Development teams, as well as other professionals whose responsibilities include supporting transactions but are not dedicated full-time to M&A, to execute transactions at a consistent, sustainable and high-performing standard.

While the technical details and processes for M&A are important, without context they are not enough to ensure success on any transaction.  Working well with people in a complex process means building trust at every step. The process steps and communications in this guide are, largely, ways to communicate to your team and the other side in a way that reduces uncertainty and builds trust. You will say on date x that event y will happen, and when that is delivered everyone feels they can trust you – from your senior management to the advisers on the other side of a deal. So, building trust is mission one in an environment where people are nervous because money is at stake and everyone involved has heightened scrutiny from their senior management and Board of directors.

This guide starts with a discussion of the alternatives available to corporate strategists to achieve the goals of the business via arrangements with third parties. The ability to provide senior management and the Board of Directors with relevant pros and cons for strategic alternatives allows the business and personal concerns of the leadership to surface at the earliest time possible. Capturing and conveying in an appropriate way these concerns is crucial to the success and credibility of the internal Corporate Development group. The complex interaction of competing internal interests, functional responsibilities, and perceptions of risks is similarly crucial to address from the onset and solve for.

The transaction types – ranging from acquisition and divestitures to joint ventures and licensing arrangements – are covered in-depth along with integration activity. A considerable portion of this guide is devoted to the acquisition process. There is heightened scrutiny by corporate stakeholders on these transactions, reflecting the risk that expectations may not be met.  There are inherent uncertainties in operating a new business, including the integration of processes, facilities, and personnel. A section of this book is devoted to integration activity, processes, and templates to mitigate these risks.

The success of a corporation planning to engage in mergers and acquisitions (“M&A”) is reliant on skilled external specialists – including transactional counsel, tax advisors, environmental experts, anti-trust lawyers, intellectual property counsel, and accountants. Other valuable team members frequently added to effect transactions range from Investment Bankers to integration consultants. Early determination of which specialists are needed, selecting the right firms, negotiating their engagement, and managing their activity is both crucial and time-consuming.  Training internal specialists to participate in due diligence and integration planning when M&A transactions arise is another aspect of advance planning for deal execution. In the section entitled Advisors and Team Members the reader will find process recommendations to manage this extended M&A team. The book closes with a section on M&A “Best Practices” and highlights communications, record keeping, and team building.

This guide contains a number of tools, processes, and examples to ensure all team members will know the duration and steps in complex transactions and where they will be needed, including:

• Strategic screening templates for acquisitions and divestitures
• Alternative transaction evaluation template
• Detailed timelines with a description of step-by-step activity for acquisitions, divestitures, licensing, and joint ventures
• Due diligence prioritization and extensive checklists
• Contract negotiation prioritization, a negotiating team template for executive authorization, discussion of key contract features
• Transition services agreements
• Transaction authorization from the Board of Directors and Shareholders, fairness opinions
• Integration processes, templates, “Day One” planning tools

Interspersed throughout the book are “Lessons Learned” with examples taken from the author’s three decades of experience in Corporate Development and Strategy roles across the consumer products and telecommunications industries.