All Posts: ‘M&A Issues’

SELLING YOUR COMPANY? THE 5 BIGGEST LEGAL MISTAKES

by Scott Edward Walker on April 16th, 2014

INTRODUCTION

I did a brief video a few years back addressing the five biggest mistakes entrepreneurs make doing deals generally (see above), which covered the following topics:

  • not diligencing the guys on the other side of the table (at 0:26)
  • not building a strong transaction team (at 1:11)
  • not running negotiations through the lawyers (at 2:10)
  • not checking your emotions at the door (at 2:49) and
  • blinking first (at 3:28) 

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Tips re Letters of Intent

by Scott Edward Walker on December 8th, 2010

Introduction

This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Below is a longer, more comprehensive version.  Please shoot me any questions you may have in the comments section (or via the “Ask Scott Any Question” link if you prefer confidential treatment).  Many thanks, Scott

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How Do You Buy Assets From a Bankrupt Company?

by Scott Edward Walker on November 17th, 2010

Introduction

This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Below is a longer, more comprehensive version.  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998.  Many thanks, Scott

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5 Biggest Mistakes Entrepreneurs Make in Selling Their Company

by Scott Edward Walker on October 6th, 2010

Introduction

Mergers and acquisitions (M&A) are definitely starting to come back to life.  In fact, we’ve recently been retained on a couple of new sell-side, middle-market M&A transactions.  Accordingly, I thought I’d briefly share with you the five biggest mistakes I’ve seen entrepreneurs make in connection with selling their company, based on my 16+ years of M&A experience.

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“Ask the Attorney” – Selling a Venture

by Scott Edward Walker on May 12th, 2010

Introduction

This post is part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Below is a longer, more-comprehensive version of the VentureBeat post, which provides seven tips to entrepreneurs contemplating selling their venture.

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“Ask the Attorney” – Acquiring a Company (Part II)

by Scott Edward Walker on May 5th, 2010

Introduction

This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Below is a longer, more-comprehensive version than I posted on the VentureBeat site.

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“Ask the Attorney” – Acquiring a Company (Part 1)

by Scott Edward Walker on April 28th, 2010

Introduction

This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”

I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese).  Please give me your feedback in the comments section.  Many thanks, Scott

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“Ask the Attorney” – Investment Bankers

by Scott Edward Walker on March 3rd, 2010

Introduction

This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”

I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese).  Please give me your feedback in the comments section.  Many thanks, Scott

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Buying a Distressed Business: Ten Tips For Entrepreneurs

by Scott Edward Walker on October 19th, 2009

I remember post-“9/11” working at a major law firm in New York City and watching all of the transactions on my plate fall apart.  Indeed, then (like now), as credit dried-up, the M&A pendulum swung to the acquisition of distressed (i.e., financially-troubled) companies; however, as I learned first-hand, acquiring a distressed company raises a host of significant risks and potential problems that are not typically found in the acquisition of a healthy, solvent company (which I recently discussed here).  Below are ten tips for entrepreneurs who are looking to get into the distressed M&A game.  They relate to two different contexts: (i) prior to (or absent) a distressed target’s Chapter 11 filing — i.e., the non-bankruptcy context; and (ii) after a distressed target’s Chapter 11 filing — i.e., the bankruptcy context. (more…)

Buying A Business: Ten Tips For Entrepreneurs

by Scott Edward Walker on October 6th, 2009

As I have previously noted, I was a corporate attorney for nearly eight years at two major law firms in New York City; and the majority of my work there was spent negotiating and documenting large mergers and acquisitions for multinational corporations, financial institutions and private equity firms.  When I moved out here to California in 2005 and started focusing on representing entrepreneurs (which meant predominately middle-market M&A transactions), I was surprised to see how unsophisticated a lot of the players are here; in short, it’s a different environment than New York.  Nevertheless, I love living in California, and I am trying to provide to entrepreneurs (via these blog posts) some legal tips and lessons I learned at the big firms in New York City.  Below are ten tips for entrepreneurs who are contemplating acquiring a private company.   (more…)

Five Mistakes Entrepreneurs Make in Dealmaking – Part I

by Scott Edward Walker on September 29th, 2009

I’ve been doing deals as a corporate attorney for over 15 years, including nearly eight years in the trenches at two major law firms in New York City; and during that period, I have seen certain mistakes made by entrepreneurs (and inexperienced deal guys) over and over again.  The purpose of this post (which is part I of a series) is to discuss the following five basic mistakes made by entrepreneurs in connection with corporate transactions: (1) the failure to diligence the guys on the other side of the table; (2) the failure to build a strong transaction team; (3) the failure to run the negotiations through the lawyers; (4) the failure to check their emotions and to remain disciplined; and (5) blinking first.  The video version of this post is set forth immediately below.

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Selling A Company: Ten Tips For Entrepreneurs

by Scott Edward Walker on September 25th, 2009

Below are ten legal and practical tips for entrepreneurs who are contemplating selling their venture.

1.  Be Careful with Private Equity Buyers.  Private equity firms are in the business of buying and selling companies.  Accordingly, they are extremely sophisticated and savvy and are often represented by large, aggressive law firms.  Deals with private equity buyers are generally more complex than those done with strategic buyers due to, among other things, the level(s) of debt added to the target and/or financial engineering.  Moreover, unlike most strategic buyers, private equity buyers (i) usually require the selling entrepreneur to rollover part of his/her equity into the acquirer (i.e., to maintain skin in the game) and (ii) may require a financing condition in the acquisition agreement – which obviously adds a level of uncertainty to closure.  (more…)