Removing the Anxiety from Your M&A Deal

An M&A deal is a huge project, regardless of the size of your business. Some companies shy away from the prospect of a merger or acquisition because it seems too daunting. They fear their ongoing business will grind to a halt, or that all their time and effort will be wasted when the deal inevitably falls through. These fears shouldn’t dissuade you from making a deal that can help you grow or sell your business.

I had a long-time client named Miguel who, after many years, had finally found a buyer for his business. Understandably, he wanted to be sure he got the perfect deal before selling. He came to me and said, “Corey, I’ve got a buyer for my company. I want to sell it, and I want to do it as a reverse triangular merger” (the buyer creates a subsidiary company and then merges it into the company they are acquiring). He seemed more sure of the structure of the deal if he did chose to sell than the decision to actually sell his company.

In another world, Miguel would have gone ahead with the reverse triangular merger unquestioned. But, my job was to lead Miguel to his objectives in the best way possible. So, I asked him, “Okay, Miguel, I’ve done reverse triangle mergers. No problem if that is the way we end up going, but why do you want to structure it that way?”

Miguel’s response was one I had heard before, “My friend did his deal as a reverse triangular merger; it worked out really well, and he saved a bunch of taxes.” Still, I stopped him and said, “That’s great for him—but his deal is not necessarily your deal. Why don’t we talk about where you are now, and then let’s talk about your objectives and where you want to be by the end of the deal? That will get you more comfortable with the decision of whether or not to sell and then we can decide on the best structure.”

And that’s what we did. As it happened, the reverse triangular merger wasn’t the best kind of deal for what Miguel wanted to achieve. In the end, the deal looked nothing like a reverse triangular merger, but, Miguel achieved all of his objectives, and happily sold his business.

Sometimes all it takes to go from hesitation to a profitable deal is gaining clarity on your objectives and your options. I’ve identified four things you can do as an owner that can help you lose the uncertainty of doing an M&A deal and set your business up for success.

Get clear on your objectives. From the overarching goals (are you a buyer or a seller?) to more minor line items in a deal, as the principle owner, you need to take the time to do the inner-work of identifying exactly what you want your deal to accomplish before moving forward. In the above example, Miguel wanted to do three things: receive fair value for his business, limit his tax exposure, and reach terms that would ensure the continuation of his business – that it wouldn’t be stripped for parts. Once we sat down and hashed out those terms, things got easier and Miguel become more comfortable with his decision to sell.

Find a strategic counterpart. You shouldn’t jump at the first buyer or the first seller that meets your acquisition needs. They might end up being the best fit, but drilling down on your strategic vision for the deal will help ensure that you find the right partner. This is especially important because an M&A deal isn’t always an exit scenario for an owner. In any deal, but especially if you will continue to be involved in the company post-deal, you need to be absolutely sure your counterpart is a perfect fit for your long-term goals, as well as a fit culturally.

Remember that due diligence will bring it all to bear. Whatever remaining questions or concerns you have should be answered during this process. While you’re deep into the M&A process at this point, it’s rare that an unconditional offer will have even been submitted much less a deal signed before completing an exhaustive due diligence period. Meaning, if your findings don’t leave you completely comfortable (regardless of which side of the deal you’re on), you can still walk away. This due diligence process will help clarify what you should be looking out for.

Stay detached from the outcome. Probably the most difficult and most important thing you can do for your M&A deal – especially if you’re a seller. With any deal like this, there’s going to be a lot of back and forth that might push some of your buttons. Even if the relationship to this point has been completely amicable, it’s still business and we’re all negotiating with our best outcomes at heart. If an offer doesn’t come close to the value you’ve got in mind for your business, don’t take it personally. You’ve done the work to get clear on your value and objectives – it’s on the other party to come to terms. As long as you stay detached from the outcome and are willing to accept that a deal might not get done, you’ll eventually land the deal that’s right for your business whether it is the one you are currently negotiating or not.

With global M&A trends on the rise, industry leaders are expecting the biggest year for deals in recent memory. Being prepared and approaching these big deals with a calm and cool mindset can make all the difference for your business. As an entrepreneur, I’ve made sure that at Kupfer., we’re bringing sharp business acumen to the M&A negotiation process – an approach that understands the needs and goals of today’s business owners. Let’s get M&A right.

This post originally appeared on CoreyKupfer.com where you can read this and other articles about Inspiring Authenticity in Business.

Kupfer. Assists the Transition of Another Multi-Billion-Dollar Non-Protocol Breakaway Team

Kupfer., PLLC provided legal representation to Veracity Capital, whose principals manage approximately $2.5B in AUM, in their transition from AYCO, a Goldman Sachs company, to RIA independence.  Veracity Capital has joined the F3Logic, LLC platform.  F3 Logic, which Kupfer. helped launch last year as well, added Veracity Capital to their growing list of partnered firms including CIG Financial Services, Compass Point Retirement Planning, Financial Consultants of America, and Kusske Financial Asset Management.

“This move to RIA independence is another example of a large non-Protocol team making the leap to independence. Despite the evolution in the industry and withdrawal from the Protocol for Broker Recruiting of some firms, the trend toward independence is still going strong,” says Corey Kupfer, principal of Kupfer.  “We are excited for our clients Veracity Capital and F3 Logic and look forward to supporting their future growth.”

Veracity Capital is a wealth advisory firm with offerings that include strategic wealth management, financial planning, investment management, and risk management. Veracity Capital serves on behalf of their clients as trusted fiduciary partners with methods that are efficient, objective, and strictly focused on each client's best interest.

Veracity Capital CEO, Kevin S. Gray said, "We're excited to work in tandem with the F3Logic team and tap into the intellectual capital and technology they provide."

F3Logic works as “RIA architects” and invests time learning about advisors’ needs and their practice, mapping out the most beneficial structure, and helping build that solution. Through their expertise and platform, they are able to engineer and maintain firms that are independent from large financial institutions.

Richard DeSalvo, F3Logic COO, says, “The Veracity Capital team stands on the idea that truth builds trust. In our industry, that means offering true fiduciary services to our clients. Through F3Logic, Veracity Capital will have the support to provide a fiduciary focus and establish a deeper trust with their clients.”

Breakaway teams and onboarding RIA firms benefit greatly from the changing landscape when they utilize industry experts to create strategies and provide advice to help assure smooth and successful transitions. The attorneys at Kupfer. have worked with hundreds of breakaway teams and on-boarding firms creating strategies and providing advice to help assure smooth and successful transitions. If you would like more information about this topic, please call Corey Kupfer at (646)-751-7516 or email him at ckupfer@kupferlaw.com.

Kupfer. works with RIA firms through every stage of development of their business – from working with break-away brokers on their transition to independence, to creating, designing and structuring new firms and platforms through our whiteboarding sessions, strategic advice and legal implementation, to helping RIA firms grow via deals to onboard new advisors, tuck-ins and mergers & acquisitions to assisting with exit deals and succession planning implementation advice and services.

ATTORNEY ADVERTISING

Corey Kupfer and his team move back to full independence

As the headline suggests, we have some very exciting news to announce for those of you who have not heard and some more information to provide for those who have. As an entrepreneur, it was time to return to running a firm with the vision, values and culture to which I am committed. This commitment was affirmed by my Dad's final lesson to me prior to his recent death - and that is to make sure you live your life so that you die with no regrets.

I appreciate that, during the 5 1/2 years I spent as a Partner at the Hamburger Law Firm, I had the opportunity to work with and get to know many great colleagues, clients and industry partners. I look forward to continued relationships and synergies with you in the future. For those not aware, prior to joining Hamburger Law Firm, I ran my own firm for 18 years. In this next chapter, I am thrilled about being able to focus on the service areas that I love, the types of clients with which we can have the most impact and the industry partners that share our vision and values. 

With that context, I am pleased to formally announce the reestablishment of my law firm, Kupfer., PLLC (effective as of May 18, 2015) and the rebranding of my entrepreneurial speaking, training and consulting company to Authentic Enterprises, LLC (more to come on this over the next few months). See www.kupferlaw.com and www.authenticenterprises.com (coming soon) for more information. Also, please look out for my book, Authentic Negotiating, which will be published this fall.

Joining me in these endeavors are my fantastic team members BeeSian Yap - as Senior Corporate Associate, Arnie Herz - as Trademark and Corporate Of-Counsel and Dawn Hertzel - as Legal Assistant and Office Manager with additional team members and strategic relationships to be added over the coming months. The opportunity to work with the most dedicated and passionate team members with such a high commitment to client service is another reason that I am so excited about this transition and what we are building.

In terms of our focus, we will continue to assist entrepreneurial and growing companies (see the Entrepreneurial and General Business Client Supplement here) and registered investment advisory firms (see the RIA Supplement here) during their entire lifecycle from start-up through exit with corporate, contract, deal, structuring and related legal services and to work with firms on strategy, negotiating and deal-making, succession, platform design and growth strategies.

Our new office address is 5 Columbus Circle, Suite 800, New York, NY 10019 and we have additional meeting space at 30 Wall Street as well. You can reach us by phone at  (646) 751-7516 and by emails at ckupfer@kupferlaw.com, byap@kupferlaw.com, aherz@kupferlaw.com, and dhertzel@kupferlaw.com, respectively. We look forward hearing from you and working together in the future.

With much excitement and appreciation,

Corey S. Kupfer.