"I'm not an M&A Lawyer!"
Doing M&A when you're not an M&A lawyer? It's more common than you think. We put an ex-M&A lawyer turned General Counsel, and two non-M&A lawyers who head up legal on a panel to find out if there's a way to make doing M&A as a generalist easier.
Advantages of being an in-house lawyer during the M&A process
Being an in-house lawyer during the M&A process has its benefits. Although, as Rohan Paramesh, GC at Pixel United puts it, he thought he was going to leave a lot of the slog behind when he left being an M&A lawyer private practice! However, he soon learned that when you do M&A in-house you want to be involved as much as possible, because you are part of the business that is going to have to integrate and deal with the outcome afterwards.
Being in-house means you get to know the business extremely well, which is a huge advantage for evaluating M&A and getting the deal done. From what risk profile the business prefers, to who the key stakeholders are and where they fit in within your industry, all of these things are critical for managing M&A in-house.
You also have the opportunity to 'eek out' knowledge from your private practice counterparts on areas you feel less confident about, or want more advice on - so don't feel you have to work it all out yourself!
Sunil Sehgal, Chief Counsel, Northern Europe, Mondelez
Top tip: Get to know the people in the business by taking time to speak to them, and don't be afraid to tell them what you need.
Bianca Stewart, Head of Legal, Motorway
Top tip: If you've done a fundraise before, ask to see the previous due diligence report to quickly flag where the gaps are.
Rohan Paramesh, General Counsel, Pixel United
Top tip: Understanding who is responsible for what, and who owns certain matters makes things easier in the long run.
An M&A baptism of fire
For Sunil Sehgal, Chief Counsel, Northern Europe at Mondelez, he was thrown into his first acquisition having been in his role for only seven weeks. M&A is often so fast moving, that it's hard to know where to start or who to pull on board. Sunil ended up having to work collaboratively to learn about the business and its stakeholders as quickly as possible to ensure that everything he did was right for the business.
“It landed on my plate so early on that I had no time to find a law firm," Sunil says. "So we used one of our current panel firms, and I had to focus on finding friends within the business - and fast! I spent a lot of time talking to people around the business to find out more about the business and its risk appetite, what exactly mattered to them. It was a lesson in humility to be open about what you need.”
“If there has been a fundraise before, you can ask to see the due diligence report from it. It can be a red flag of what is missing which helps you to quickly see what to prioritise and where to get support.”
Bianca Stewart, Head of Legal, Motorway.
An M&A baptism of fire
For Sunil Sehgal, Chief Counsel, Northern Europe at Mondelez, he was thrown into his first acquisition having been in his role for only seven weeks. M&A is often so fast moving, that it's hard to know where to start or who to pull on board. Sunil ended up having to work collaboratively to learn about the business and its stakeholders as quickly as possible to ensure that everything he did was right for the business.
“It landed on my plate so early on that I had no time to find a law firm," Sunil says. "So we used one of our current panel firms, and I had to focus on finding friends within the business - and fast! I spent a lot of time talking to people around the business to find out more about the business and its risk appetite, what exactly mattered to them. It was a lesson in humility to be open about what you need.”
“If there has been a fundraise before, you can ask to see the due diligence report from it. It can be a red flag of what is missing which helps you to quickly see what to prioritise and where to get support.”
Bianca Stewart, Head of Legal, Motorway.
"I spent a lot of time talking to people around the business to find out more about the business and its risk appetite, what exactly mattered to them. It was a lesson in humility to be open about what you need.”
Sunil Sehgal, Chief Counsel, Northern Europe, Mondelez
"Good fences make good neighbours!"
Rohan Paramesh, General Counsel at Pixel United, has experience going from being a specialist M&A lawyer in private practice to a general counsel whose specialism is no longer M&A. Now that he gets to see it all from the perspective of a general counsel, he thinks that getting to know key individuals is still a crucial thing to do. Doing that both internally and externally and across different levels of the team allows people within both the business and external law firm to have their own inter-dialogues going on. This can alleviate the burden placed on the GC and prevent them from being the only person who can move things forward.
Developing those relationships in a broader sense outside of any particular transaction also matters, so that rapport is there before you need it. "Someone once told me that “good fences make good neighbours,” and that has stuck with me," Rohan says.
What can you do in advance?
It doesn't all have to kick off in a flash: certain things can be prepared in advance to get you off to a smooth start when a deal comes hurtling your way.
1. Get to know the business, and what would matter most to them if an acquisition or merger was pursued. Would it be after a new book of business? Exposure to new markets? Or something else entirely? This can help you work out what to prioritise, and advise on if an offer comes in.
2. Think through sequencing of pillars core to most transactions. Figure out what materials are necessary, who the key contacts would be, and whether any additional services are needed.
3. Look at case studies and speak to people who have done it before! A problem shared is a problem halved, so they say. Here a case study shared is a chance
Tips for sole counsel?
Working as sole counsel on M&A matters, Bianca has some key tips for those in lean teams to keep things moving.
If your business has done a fundraise before, you can ask to see the previous due diligence reports as a 'head-start' to identify where you might need to focus should an acquisition or merger opportunity present itself. When you're balancing a lot on your plate as sole counsel, this head-start can be invaluable.
On top of that, you are responsible for keeping the executive team informed about everything you are seeing. Setting up regular meetings makes sure everyone is up to speed and for gathering the information and action points you need to progress ensures that things keep moving.
As a lawyer, you can’t assume an understanding of key concepts by executives within the company, particularly legal-specific concepts. An easy way to combat this is to send an agenda ahead of time containing the explanations to technical points on it. This means that the right people can come understanding and prepared with answers or solutions.
Another thing to think about, is that as sole counsel you're likely the only one who is seeing the entire data room, so it is important to share what you are seeing with the stakeholders and executive.