Press Releases
George Shenas and Marcus Klebe Present M&A Views to SD County Bar Group
February 19, 2008
On February 19, 2008, George Shenas and Marcus Klebe presented a program to the Business and Corporation Law Section of the San Diego County Bar Association on the subject of "Promoting and Protecting Pricing in Merger Transactions." Shenas and Klebe drew upon the firm's experience in serving as counsel for sellers and buyers in over thirty M&A transactions over the past nine years involving over $712,000,000 in transaction value.
In counseling prospective sellers, they urged counsel for sellers to carefully assess timing considerations, not only in the general industry-specific economies involved, but also urged that the company should clear up any contractual or other conditions which might seriously affect the ability of the company to obtain the best price. Careful preliminary due diligence is essential, they advised, to spotting such issues which could constitute significant impediments to realizing full value for a company.
Shenas also emphasized the importance of fully exploring all market options. He warned against the all-to-common error of "falling in love" with the first suitor who shows an interest in the acquisition of the company, and advised that, except in certain situations where the fit between such a suitor and the company is uniquely apt, it is important to broaden the search for possible acquisition candidates, and to consider the retention of an appropriate investment banker for that purpose.
Additionally Shenas and Klebe discussed the process of establishing M&A teams both within the company and among the professionals which are required to properly and timely counsel the company during the process. They then described the role that lead M&A counsel must play in assigning responsibilities to the teams and managing the process to a timely conclusion.
After discussing pitfalls in the closing process, they finally focused on how to most effectively deal with post-closing purchase price adjustment and indemnity claims to limit down-side risks and, possibly, provide for substantial upside adjustments favoring the selling company.
Click here for an outline of the presentation made by Shenas and Klebe. (PDF format)