The massively popular ABC reality show Shark Tank puts entrepreneurs in one of the most high-pressure situations you can imagine – pitching their business ideas to venerable titans of industry on national television. I enjoy watching the show, and through my work with countless founders and investors, I’ve also found that the common mistakes made by hopeful contestants on the show provide good reminders for founders Read More

Theranos, a spectacular American business crash-and-burn, is the start-up that keeps on giving – in the form of lessons for founders, CEOs, and investors. Once a technology and media darling embraced by investors, Theranos’ inevitable demise came when it failed for 15 years to produce promised results. What’s more, its downfall came with a huge price tag, costing investors more than $900 million.   If you’ve Read More

What are Disclosure Schedules? Disclosure schedules are formal legal attachments that accompany the definitive purchase or merger agreement in an M&A transaction. Think of disclosure schedules as a series of exhibits to the definitive agreement. The content of the disclosure schedules is either “incorporated into” the definitive agreement, or it qualifies and supplements the terms and provisions of the Read More

First-time sellers often feel pressure to rush into signing a letter of intent, or LOI, submitted by a potential buyer, but the LOI is much more than a box to be checked on the journey to selling your company.  At the LOI stage in a deal, you and your buyer have limited information about each other. You are still getting to know one another, due diligence is just commencing, and the optimal deal structure for both Read More

When you begin negotiations with a potential buyer who is interested in acquiring your company, theoretically the goal is a deal that is fair for both parties. Nonetheless, as we’ve said before, M&A deals can be competitive, messy and even contentious, with each party trying to get a deal outcome that serves their own best interest. Even if you’ve built an exceptional company and are a talented business owner Read More

Private equity (PE) firms have many ways of structuring a merger or acquisition deal to entice sellers to get to “yes” in the sale of their business. Each of these structural elements will have a real and significant impact on the actual purchase price a seller will walk away with as well as their rights and obligations post-closing. It’s therefore critical for sellers to closely analyze and understand how structure Read More

You’ve heard it before: when you’re ready to sell your company, your very first step should be to hire a team of seasoned deal professionals. But why? What, exactly, should you expect from your deal team? In a word: advocacy. A professional boxer would not step into the ring without a team to coach and keep him on his feet from start to finish, and neither should you. From taking your company to market through Read More

Introduction. You came up with the right business idea, formally organized your LLC, are about to raise some seed money from friends and family, and you are ready to prepare the operating agreement for your company.  Or maybe you are a prospective investor, and you believe in the idea and team behind a business operated as an LLC that pitched you for a capital investment. Whether you are a founder or investor, the Read More

You’ve worked hard, probably for years, to build your business. Sweat equity, tears, gut-wrenching decisions, and more missed family celebrations than you care to admit. Now you’re thinking about selling, and this is not the time to take shortcuts. A Harvard Business Review report finds that 70% to 90% of M&A transactions fail, usually because buyers and sellers take shortcuts during the evaluation process. The Read More

What Is An Acqui-Hire? The purpose of a typical merger or acquisition is to acquire the customer base and other assets of the target company. However, in certain cases — and in certain industries in particular — companies are acquired exclusively for their labor talent. This type of transaction has come to be known as an “acqui-hire,” and technology companies in Silicon Valley have been utilizing this quasi-hiring Read More