In terms of how I fit in the acquisition process, there are a couple of ways. First I help my clients structure the deal in the most tax advantageous way. There are different tax consequences if you’re doing an asset sale or a stock sale if you’re a buyer or a seller, if the entities are corporations versus LLCs. These implications affect the purchase price, and especially for a seller, how much they might net and walk away with when the transaction closes. It’s really important to bring these up early. I find the best time to address them is during the LOI stage or right after that, early in the negotiation process.
Next, I help my clients through the due diligence process. I have some tips and techniques from doing this for many years, whether it’s an online data room or checklists, but due diligence is really more than that. It’s thinking about presenting the company in the best possible light for a seller or identifying unknown or unexpected liabilities when you’re a buyer. I’ve done these hundreds of times, so I know where to look and can help my clients do that quickly and efficiently so time isn’t wasted on irrelevant issues.
Finally, I document the deal. I negotiate and draft the purchase agreement and other documents. But more than that, I really help my clients get the best deal terms. Because I’ve done this for so many years, I know when a client can push back on a point or ask for more.
Finally, I help guide my clients through the process of Mergers and Acquisitions to get the best possible outcome and negotiate the best deal terms.