What are the advantages and disadvantages of hiring an advisor for M&A negotiations?
Answers
The answer is that it depends on many things.
Are you the acquiror or acquiree?
Are you a public or private company?
What prior M&A experience do you have?
What are the strengths and synergies of the proposed M&A transaction?
What are the expected values and valuation criteria of both parties?
Will this be a private transaction, or is there a case for shopping the deal around?
Generally I would rcommend a professional advisor with prior M&A experience, whether it be an
Typically, most business people ae running their own business and are not involved in regular or frequent M&A transactions, hence they are unfamiliar with the various issues of due diligence,
Additionaly, beyond acquiror/acquiree negotiations, there is responsibility to the Company's shareholders. If a deal is consumated without professional advice, it may be that certain shareholders are subsequently disappointed with the terms of the deal, and litigate for fraud or negligence in your fiduciary responsbilities. Remember that in an M&A transaction there may be conflict of interest between the
Bottom line, consult an advisor!
Some very good thought provoking points raised by Simon above.
The only thing I will like to add is it will also depend on your comfort level and experience of managing the transactions in the past. There are many different types of impact of the M&A transaction, so you might need to hire consultants at various stages of the transaction. In any event, at the minimum, you will need to get the following personnel involved:
1. Accountants - they should be involved to conduct the
The accountants will also help you with the reporting and sign-off from the auditors.
2. Lawyers - The lawyers will ensure that the contracts are properly drawn out. If you do not have an internal team for lawyers, you almost certainly need to engage the external lawyers.
3. Corporate Development team - they will help with valuation and reviewing the models to ensure that proper value of the business. Also they can help with the corporate due diligence.
Also you will need to maintain a delicate balance with the investors relations team - as they will work on the communication strategy.
In any event, all of the team members will need to work together to ensure a successful execution. Based on the structure of your company, you can either hire a firm who can provide guidance on all the issues related to the deal, or hire individual firms to handle only the pieces of the work that you are not familiar with.
All the best!
My mantra to companies I talk to, is do those things that you know how to do and leave the rest to experts.
instance, in most small to medium size companies, their credit and collections functions are weak if non-existant, because they don't have the expertise in house to do it properly.
Same for M&A, unless you know how to do all of the aspects Sunil mentioned, (plus having funding and financing contacts)you are much better off hiring someone who is an expert.
Kinda like do-it-yourself brain surgery. Not a good idea.
Although I am that person, I always recommend it, especially on the sell side. You have a business to run, which is demanding enough, and having an independent set of eyes is always a plus. But you must, absolutely must, be comfortable with the person or persons you hire. Make sure they also come recommended from someone else.
I have a related question about the accounting for the costs of these types of outside service providers. I think that generally the guidance is that these transaction costs are expensed, but the "costs of issuing securities" are charged to equity. Anyone have any experience on how narrowly/broadly that is defined? I am wondering if I expense almost everything except for the cost to print stock certificates or if even the legal fees to draft docs should be charged to equity?