Most Important M&A Negotiation Terms

10/13/20 • 23 min

What are the most important terms in negotiating the sale of a business? We sat down again with deal attorney Brent Pietrafese of Calfee, Halter & Griswold for a deep dive into legal due diligence. Among other things, we discuss:

Protections business owners retaining minority stake in the new business should focus on during negotiations
Most heavily negotiated terms in M&A transactions
Key terms for entrepreneurs when negotiating a post-transaction employment agreement
Non-compete clauses in acquisition documents and employment agreements
Advice for business owners who may be negotiating the sale of their company in the near future

Protections business owners retaining minority stake in the new business should focus on during negotiations
Most heavily negotiated terms in M&A transactions
Key terms for entrepreneurs when negotiating a post-transaction employment agreement
Non-compete clauses in acquisition documents and employment agreements
Advice for business owners who may be negotiating the sale of their company in the near future

Previous Episode

What To Expect From Legal Due Diligence

We interviewed Brent Pietrafese, M&A attorney from Calfee, Halter & Griswold LLP for an overview of M&A due diligence and what business owners should expect from this part of the transaction process.

What legal specialty groups are involved in due diligence?
What type of information is requested from a buyside legal team during due diligence?
What if a business owner doesn't know the answer to a legal M&A due diligence question?
Why is it important for a business owner to hire an attorney who's experienced in the M&A transaction process?
How long does legal due diligence take and who from the company needs to be involved in the process?
The importance of hiring a team of professional advisers outside of the organization to help with the sales process and due diligence
Best practices for business owners preparing for a legal due diligence process and most common issues that arise during due diligence
What are the most common factors that hold up a transaction during due diligence?
Advice for business owners entering an M&A transaction beyond preparation and organization of documents

Next Episode

Business Owner Interview: First 100 Days With Private Equity

What really changes at a company after being acquired by an outside investor? The answer largely depends on the acquirer. We interviewed Matt O'Donnell, founder of North Shore Commercial Door, on his experience selling his business to private equity backed strategic Torsion Group Corp. Matt discusses the timing of the transaction, some of the emotions he dealt with throughout the negotiation process, trying to juggle running the business while negotiating the sale, and gives some advice for business owners contemplating a similar transaction.
1:50 - What made it the right time for Matt to sell his business?
3:15 - What to look for in a strategic partner
4:15 - Transitioning into his new role with Torsion Group Corp
7:08 - What emotions did he deal with throughout the negotiation process?
12:35 - His goals for the company and how partnering with a PE backed strategic will help serve those goals moving forward
15:40 - His experience running the day-to-day operations of the company while being immersed in the M&A transaction process
16:34 - Advice for business owners contemplating an exit and things he wish he'd known more about prior to entering into the negotiation process
For further discussion on the M&A process, please visit
https://www.mcmcapital.com/private-equity-resource-guide-and-information/

Well Capitalized - Most Important M&A Negotiation Terms

Transcript

hello and welcome to another episode of Well Capitalized I'm your host Bobby Kingsbury managing director at MCM Capital Partners today with we have with me again Brent Pietrafese from Calfee Halter and Griswold will be discussing the most common commonly negotiated terms in M&A process and gonna walk us through some timelines as well so Brent thanks for joining us again today I guess you know we've been with us before but might as well provide a little bit more of your your background agai