Moderated by Joshua Cook, Partner, Gunderson Dettmer
Having a well-organized legal department helps not just for M&A, but also for operating a business. Strong contract management, document retention programs, and being organized make you look better to a potential acquirer.
Kevin Sheehan, Corporate Development, Google
In preparing, consider what might be most important to a potential acquirer in your space (e.g., talent acquisition, founder retention, IP issues). Open source licenses and privacy have been trending issues for acquirers like Google.
Su-Jin Lee, General Counsel, POPSUGAR
You can use an M&A context to help frame why issues are important to key team members. One tactic is to ask for a general ledger for the last two years and look for gaps. For example, you may discover that your engineers are entering into click-wrap agreements without your knowledge.
Scott Darling, General Counsel, Stitch-Fix
A special skill of great GCs is to build internal consensus and make the case to get the deal done.
Andrew Luh, Partner and Head of M&A, Gunderson Dettmer
The GC is usually involved from the very beginning at the NDA or LOI stage, whereas outside counsel may come in later in the process. The GC has the secret sauce of institutional knowledge while outside counsel typically has more experience with the transaction process. It’s important for the GC to socialize any issues with external counsel and key stakeholders early in the process.
It’s about the People
Every acquisition for Google is a talent acquisition. It's about the people and at the end of the day you want to make sure they're happy.
Rick Fink, Chief Executive Officer, Fortis Advisors
Structure your Purchase Agreement such that the Seller retains some skin in the game.