November 11, 2021
Mergers and acquisitions are transformational transactions for business owners. Whether a company is looking to expand by acquiring a competing or complementary business or a business owner is looking to sell and retire, these deals require attention to detail and a nuanced, balanced approach. Stephanie J. Baton, partner, explains what goes on behind the scenes in these deals and how attorneys offer much more than legal advice during them.
What does your practice focus on?
At a very high level, I help clients buy and sell companies. Buying and selling a business can take various forms, meaning different structures to the transactions and a variety of ways that owners can get to the end result. The motivation behind buying or selling a business impacts the nature of the transaction and what objectives that are trying to be achieved for the business.
“It is our job to help structure a deal to achieve our client’s goal and set them and their company up for future success.”
What do you like about working in mergers and acquisitions?
I like mergers and acquisitions because generally the clients reaching out are looking forward to their next step. I’m trying to help the client achieve a business objective and I enjoy that process. Clients come to you to buy a company because they think it will be a valuable asset that will help their company grow. Or if a client comes to you to sell their business, often it’s because the business just doesn’t fit their business objectives anymore or they are looking to retire or start a new venture. It is our job to help structure a deal to achieve our client’s goal and set them and their company up for future success.
What is involved in an M&A deal?
As an attorney in these cases, our M&A team runs the negotiation for either the buyer or seller. Much of my job in M&A is offering education and support to our clients, in particular those who do not regularly buy and sell companies. For example, this would be a client who founded a company that they’ve owned for 30 years. Now, they want to sell and they want to retire. It’s a once-in-a-lifetime transaction for that person: it might be the transaction that sets up trust funds for their kids, their grandkids, and their great grandchildren. It’s our job to get them and their company successfully through that process.
We also have other clients that are part of big companies that buy and sell on a more regular basis. They know how M&A transactions work, our goal is to lighten the lift. Regardless of the type of client, as M&A lawyers, we are key advocates for our clients. Our goal is to help every client navigate each deal successfully. In most transactions, we assume the brunt of the negotiations so that both parties can maintain a cordial relationship.
Additionally, we spend a lot of time advising our clients and coming up with creative problem solving solutions. Because we are so experienced in M&A, we can bring disparate parties together and bridge the gaps in the deal based on things we’ve seen work in other deals.
Tell us about an interesting deal you worked on.
A client came to us for assistance in selling a business he founded over 10 years ago to an international conglomerate. The buyer had an army of attorneys and experts in M&A on its team. Our side was composed of the client, his CFO, and our lean team of Hinckley Allen attorneys. We were able to help our client navigate complicated regulatory requirements, structure the transaction in a tax efficient way, bridge valuation gaps between buyer and seller, and negotiate with a formidable counterparty. We achieved an extremely positive outcome- a transaction that was transformational for the client and his family.
In another deal, we helped a large, publicly traded client sell a business division. We worked with the client and their investment bankers to manage a competitive process that initially included dozens of bidders. This process included drafting process letters, managing due diligence requests from the various bidders, and negotiating definitive agreements with multiple final-round bidders in parallel. Our work on this deal helped the client to close the transaction on terms that were more favorable than they had anticipated.
