What mistakes do businesses make in mergers and acquisitions?

From Richard's interview for the Masters of Business Law series on ReelLawyers.com.

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Probably the biggest mistake, uh, that clients make is succumbing to what I call "deal fever." The client gets wrapped up, uh, in the transaction, excited adrenaline flows, and you lose sight of the risks. You become overly optimistic, and you wind up taking on risks that you don't necessarily appreciate because you're feeling kind of juiced up. I think probably one of the best examples of this that I've encountered in my practice are earnouts. A seller agrees to sell the business and be paid over time by the buyer. The seller thinks that there's going to be no problem earning the earnout, uh, everything is rosy, and then later on, parties have a disagreement as to the direction that the business will take. The relationship sours, and then the seller comes back and finds that he's disappointed because he's not going to get the earnout that he's expected, and you're in a dispute, and then the lawyer is being asked, "Get me out of this, how can you get me my money?"

The other mistake I think that happens frequently in mergers and acquisition transactions is that clients can get frustrated with their lawyers because they think that we're deal killers, uh, because we're pointing out risks that clients need to understand. It's difficult because, you know, the client wants to get the transaction done, and actually, the lawyers want to see a lawyer, I want to see the client get the transaction done, but I want to see the client also wind up with a transaction that's legally sound, where the client has understood the risks that have been allocated to the client so that it's going to be a transaction that's going to be a success and not a source of dispute and disappointment.

Business Transactions and Mergers and Acquisitions

Richard Green is an exceptional corporate lawyer with more than four decades of experience in virtually all aspects of commercial matters and corporate transactions. Those clients who have sought his help in transactional matters have benefitted consistently from Dick’s capabilities. In addition, his deep knowledge of corporate and contract law, coupled with his keen litigation sense, enable Dick to add value in many of our Firm’s complex corporate litigation engagements.

Dick engages early and actively with our business clients to understand clearly their objectives in whatever transaction the engagement entails. He efficiently analyzes the information he needs to ensure that each of our clients makes informed decisions and is given every opportunity to understand and mitigate those risks that the transaction creates.

Dick is a thorough, crystal clear thinker and drafter. Once he and the client have agreed on a go forward plan, Dick prepares and negotiates those documents that will govern the transaction— at all times protecting our client’s interests and doing his utmost to enable them to achieve their goals. No matter how complex the assignment, Dick executes it with extraordinary efficiency and exemplary quality. Our clients appreciate his exceptional skills and return to him for assistance, time and time again.

Business Transactions

Our Firm’s business transaction services include the following:

  • Corporate finance, including public and private offerings of securities and debt financings
  • Public and private offerings of securities
  • Joint Ventures and Strategic Alliances
  • Restructurings and spin-offs
  • Representation of borrowers in bank loan transactions
  • Entity formation
  • Partnerships and joint ventures
  • Sophisticated commercial contracts
  • Ownership succession transactions
  • Corporate Governance

We also regularly assist clients in general due diligence investigations, partnering with specialist counsel as necessary, as well as and general business and strategic planning.

Mergers and Acquisitions

M&A is one of Dick Green’s core competencies. Over his career, Dick has handled a broad range of transactions, for businesses with enterprise values of less than $5 million to over $3 billion, across many industries.

Dick has represented individuals, private equity investors, public and private companies in business combinations, as well as corporate directors and officers and others who act in fiduciary roles.

Dick has long represented both purchases and sellers, equity holders, executive officers and others in a multitude of different transactions and situations, including unsolicited bids and contests for corporate control.

Like each of our lawyers, Dick is committed to providing top quality work, highly responsive service and invaluable advice that comes from his depth and breadth of experience.

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