Firms regularly face decisions of significance, including whether to merge or combine through a major acquisition. Preparing for an M&A transaction, evaluating a combination’s “fit,” or negotiating its terms are new and untried endeavors for many firms. Whether thinking about a deal strategically, needing to do one as a rescue plan, or using it as a tool of succession, our extensive experience in all facets of the merger/combination process has proven invaluable time and again. Hayse’s seasoned experience can help a firm avoid bad deals, convert potentially good combinations into great ones, and negotiate terms that fairly recognize the value of the institution its owners worked so hard to create.
All law firms are unique and circumstances faced by them vary widely, but based on our experience a representative merger and acquisition scenario faced by firms includes:
- Disparity in negotiating position with a merger and acquisition suitor
- A M&A suitor having greater sophistication based on multiple mergers concluded previously
- Uncertainty about the wisdom of the deal in some factions of the firm
- Complexity of due diligence beyond firm’s capability
- Uncertainty whether the culture of the suitor’s firm is compatible with the firm
- Concern that firm and its owners will lose the security its enjoyed for many years
Hayse LLC has aided clients contemplating merger in the following ways:
- Assume primary negotiating role with all business decisions reserved for the client
- Use our vast merger and acquisition negotiation experience to level the playing field for our client, often a first time M&A party
- Develop an internal communication program designed to gain consensus internally without any bias as to whether the M&A transaction should or should not be pursued
- Perform an in-depth review of the merger suitor’s constituent documents, policies, procedures and deliver a report so that complex M&A transactions are clearly understood by the firm’s leaders and owners prior to committing
- Perform a culture compatibility analysis so that the firm understands whether the potential new home is a “fit” or “danger zone”
- Assess whether the M&A suitor is kinder and gentler, a predator or something in-between