DMH Kate Partridge

Time and focus away from a business costs dearly. No one wants a long, drawn-out process. Studies show a correlation between delayed transactions and post-merger performance. Without major roadblocks, the legal side of most M&A transactions takes three months.

Here are some lessons I have learnt along the way.

 

Target a completion date

Setting a completion date and providing a deal timetable that is ambitious but not impossible is essential.

Considerations include: financial year-end; budget announcements; regulatory changes; objectives set by a buyer’s board; and dates for any investment committees. Know the parameters and plan accordingly.

 

Project Manager

Who is managing all the different advisers and the timetable?  Will a corporate finance adviser perform this role for you? If not, is there someone in the business with some experience or skill in this area?  Can they be brought in to help on this project?

Is everyone signed up and ready to go? Has the structure been settled?

Most transactions are structured to ensure optimal tax treatment for the sellers. We all understand that we need to be flexible and solution-focused, but instructing lawyers once key decisions on tax treatment and structure have been made will reduce delay and expense.

Good advisers will help you think through and navigate these issues early.

 

Locate the roadblocks

On simpler transactions, always focus on the following as early as possible:

• Banking
• Employees, including any share schemes
• Foreign jurisdictions
• Shareholder groups
• Consents
• Property

 

Collaborative relationships

Everyone is trying to achieve the same aim and deliver the result that the buyer and seller both want.

An early face-to-face group session can help understand the dynamics and personalities involved. 

I once attended an opening dinner to buck the trend of the closing dinner. Whilst this is a little extreme, some early meetings help with communication, which is essential to a successful M&A transaction.

 

Avoid an own goal

Be realistic about your own capacity. Avoid key holiday dates such as Christmas or December 31st, and your own major life events such as moving house or operations.

Make sure the advisers you engage are well-resourced and have completed the type or size of transaction that you are looking to achieve before.

Last year, pre-budget 2024, DMH Stallard completed the sale of a company in less than four weeks. With the right team, aligned to work towards the same goal, it is possible to achieve what can feel like the impossible.

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