M&A, Due Diligence, and Integration from an Attorney's Point of View
An M&A Science Podcast
Hosted by Kison Patel
"We're always on site when the transaction closes to have immediate conversations with the employees. This way they are not hearing it from press releases or the news, they are hearing it from us."
On this episode
Luke Fedlam, a mergers and acquisitions attorney, shares his knowledge on working with outside counsel, seller representation, LOIs, financial planning, and identifying showstoppers.
Formally, an attorney at a midsize law firm that specialized in M&A, Fedlam took his expertise to Scotts Miracle-Gro as an in-house M&A attorney where he focused on strategic acquisitions. He has had the opportunity to work on numerous deals of varying sizes and complexities.
In this podcast Fedlam focuses on his approach to due diligence, renegotiating financial terms, and cultural post-merger integration.
00:00 - Introduction
01:40 - Differences Between Internal and External Attorneys
07:23 - How Attorneys Approach Due Diligence
09:00 - Accessing Information in a Proprietary Transaction
10:33 - Do Proprietary Transactions Affect a Transaction’s Timeline?
11:52 - Biggest Risks During Deals
12:43 - Identifying and Mitigating Deal Show Stoppers
16:29 - Knowing When Additional Diligence Is Needed
18:32 - What Items Cause Deal Renegotiation?
20:26 - Changing Financial Perspective During Diligence
24:09 - Negotiating with the Counterparty’s Attorneys
29:33 - An Attorney’s Role During Integration
30:45 - How Thorough Due Diligence Leads to Successful Integration
36:02 - Strategies for Creating Cultural Synergy
38:32 - Importance of Transparency
39:23 - Biggest Challenge in Executing the Integration Process
40:31 - Owners Bailing Out After Closing
42:15 - Post-Close Surprises
44:03 - Craziest Thing Seen During M&A
46:29 - Advice For M&A Attorneys
48:34 - Ending Credits