M&a Masters

With typical insurance covering your home or car, it can be like pulling teeth to get a claim paid. Unfortunately, that leads to skepticism about all types of insurance. But in the experience of my guest Joe Finnerty, a litigation partner with law firm DLA Piper in New York City, companies are ready and willing to pay claims for Representations and Warranty insurance. It’s one of the newest – and most effective tools – being used in mergers and acquisition deals today.

Silicon Valley is obviously on the forefront of technology. What’s not as clear is how to keep track of trends, new companies, key players, and all the rest, especially since it’s always changing. That’s why Bob Karr created LinkSV, a Valley-centric, comprehensive, and constantly updated social network. We talk about how to get the most out of LinkSV, whether you’re a service provider, startup looking for an angel, an investor looking for an acquisition, and beyond.

In today’s episode we shake things up and put Patrick Stroth, the regular host and founder of Silicon Valley-based Rubicon Insurance Services, in the hot seat for an exclusive interview with business consultant Steve Gordon. Patrick is on a mission to tell investors, founders, corporate development teams, attorneys, and anyone else in the world of mergers and acquisitions about a unique insurance product that can save tens of millions of dollars in a transaction and speed deals to completion.

Samir Shah has a unique pedigree in the M&A world. He was previously an owner whose company was successfully sold. And these days he’s with Silicon Valley-based pre-series A venture capital firm Cervin Ventures, specializing in helping founders in the enterprise technology space. Based on his experience Samir has come up with eight “one-liners” (i.e. rules or words to live by) that should guide every startup.

Many technology companies are sitting on an untapped resource that could add 5%, 10%, 20%, or more to their company’s value, says Dr. Elvir Causevic, managing director of Houlihan Lokey’s Tech and IP advisory department. Problem is that if you wait until you have an M&A deal… all that value is lost to you – it automatically goes to the buyer. Elvir and his colleagues have been innovating a new way to make sure companies, especially those in Silicon Valley, avoid that fate.

Hackers, corporate espionage, identity theft, ransomware… Any company connected to the Internet (and that’s all of them) is vulnerable to these attacks, says Jim Reilly, founder of Stonepine Advisors. These days, without a cybersecurity strategy, your business’s vital financial data, corporate secrets, and customer information is there for the taking. Not only can a breach impact profitability… but it can also put a serious damper on any upcoming or ongoing M&A deal.

In an era when few companies go IPO and there are even fewer unicorns, M&A is more popular than ever, says Mihir Jobalia, a veteran of KPMG’s Silicon Valley operation. In fact, among VC-backed companies in the last 10 to 15 years, he estimates that more than 90% exit through M&A. And business in the last few years has been especially good. We dive deep into what makes the current environment so appealing to M&A, who the big players are, and best practices for companies hoping to exit with this strategy.

The practice of revesting has radically changed the M&A landscape in recent years, says Michael Frank, partner at Hogan Lovells. It provides advantages to both buyers and owners and founders. Michael explains why revesting has become so widespread – especially in Silicon Valley – and the best way to approach these types of deals. It’s something you have to keep in mind from the earliest discussions between buyer and seller.

Where does our food come from? Who makes it… and how? It’s those sorts of questions that guide Stephen Hohenrieder as he invests private equity in all levels of the value chain in the food industry. There is a sea change in going on in how consumers relate to food, and Stephen, the chief executive and chief investment officer for a single family office, says it’s prime time invest in this trend.

One of the biggest sticking points during the negotiations for any M&A deal is indemnification. It’s a problem Nate McKitterick has dealt with for many years as a partner specializing in transactional insurance and indemnification matters at law firm DLA Piper. Basically, buyers insist that sellers be “on the hook” for any issues that come up post-sale. And sellers are nervous about making the representations required for a deal to go through… when something out of their control could cost them.

With the oil and gas sector seemingly on the road to recovery, there’s been an uptick in M&A activity, says Jimmy Vallee. As a native Texan and partner in the Houston office of law firm Paul Hastings, Jimmy should know. He’s got some strategies for taking advantage of this market rise. He also examines the role of private equity in this industry and best practices for mergers and acquisitions in this space – it’s unlike other industries and one “little” mistake could cost you millions.

The decision to buy or sell a business is an important one… and it’s often not a straightforward process, says M&A advisor Arthur Cirulnick of Venable LLP. You want somebody in your corner who knows what they’re doing. That’s especially true when, as is the case with many companies, this is your first time doing it. Arthur shares details on the deals he’s seen go very wrong… and how things were patched up. He also highlights the best practices behind what should be in every M&A deal.

Healthcare companies are a different animal than businesses in other industries in a lot of ways. And that means you need a different approach when it comes to mergers and acquisitions. Patrick Krause, a director at investment bank MHT Partners focused on healthcare, has shepherded a lot of deals in this sector. He shares how he helps turn M&A transactions into win-win-win deals, where both buyers and sellers are happy – and patients benefit, too.

As a business owner or CEO, you’ve worked hard to build your company for years, if not decades. Unfortunately, says Terry Hill, managing director of public accounting and advisory firm BPM’s advisory practice, the due diligence process in an M&A deal can reveal overlooked weaknesses that can severely impact the valuation and efforts to find a buyer. But you can still get maximum enterprise value and have a successful exit, says Terry. You just need to do the right prep work.

When putting together an M&A deal it’s tempting to focus solely on operations and the financials. But to ensure a smooth transition after the papers are signed… you can’t forget the people side of things and company culture, says Shari Yocum of Ernst & Young’s People Advisory Services Practice in Silicon Valley.

He’s seen a lot of deals in his 25 years as an investment banker, but these days Patrick Crocker, founder and managing director of MHT Partners, specializes in helping owners and entrepreneurs sell their businesses. Let’s face it, you’re an expert in your industry. But what do you know about mergers and acquisitions? Hiring an advisor let’s you focus on keeping the business healthy, while the advisor repairs problem areas and finds qualified potential buyers.

One of the newest – and most effective tools – being used in mergers and acquisition deals today is Representations and Warranty insurance. With this coverage, if there is a breach, the insurance company will pay the loss. The buyer has certainty of collection. But do insurance companies actually pay claims?