M&A Science

Danielle Fortier, partner at Cooley, has closed four corporate carve-outs this year, while most M&A lawyers have been lucky to see one. So, what blows up the timeline and budget almost every time? The vendor contracts nobody mapped out before the LOI.
In this episode, Danielle walks through why vendor relationships (the boring back-office stuff like cloud hosting and finance systems) are the piece buyers most often underprice. She also explains why she pushes clients to set TSA pricing and duration expectations before signing, rather than discovering a three-month-versus-eighteen-month gap mid-negotiation. And you don't want to miss her breakdown of why the biggest mistake isn't a missed contract; it's leaning on the TSA as a catch-all fix instead of standing up independent operations as fast as possible. 
She closes with why AI has made source code a lot less sensitive to disentangle than it used to be, and a story about a carve-out that was still finding fifty missing vendors days before closing.
What you'll learn
Map vendor entanglement before the LOI, not after. Cloud hosting, finance systems, and IT security are usually shared across the whole seller organization, and they're the hardest pieces to pull apart cleanly.

Set TSA duration and pricing expectations at the LOI stage. A seller assuming three months and a buyer assuming eighteen is a gap that derails negotiations if it surfaces late.

Don't treat the TSA as a catch-all fix. Every gap that defaults to the TSA schedule creates a dependency on the seller's team months after closing, so build independent vendor relationships wherever you can instead.

Identify employee gaps two to three months before closing, not the week before. Early identification gives the buyer time to hire or reshuffle internally instead of scrambling under a TSA.

Drop the materiality threshold on carve-out diligence. A sub-$200,000 software license can still be the thing that breaks day-one operations, even if it would never show up on a standalone deal's materiality radar.

Price in roughly 2x the legal spend of a standalone deal. Carve-outs require far more contract-by-contract untangling, and clients are often surprised by the delta.

Treat AI's effect on code sensitivity as a genuine shift. Source code disentanglement has gotten easier because fewer sellers treat it as their core IP anymore.

---
Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

Jerry Cedicci never says, "trust me." He builds trust, then lets the deal speak for itself.
This is Part 2 of Kison's conversation with Jerry, The mentor who started with a French bakery and went on to build hundreds of millions in real estate across Chicago and Los Angeles. 
Part 1 told the story. 
Part 2 is the playbook: 
How Jerry gets a seller to hand over a business with no down payment
Why he never puts the first number on the table, and
Why the phrase "trust me" is the fastest way to lose his
Near the end, Kison brings Jerry a live deal: a competitor he's looking to acquire who won't share financials. Jerry works through it in real time, including what to ask for instead of the numbers, how to set a ceiling before you negotiate, and the exact offer he'd make.
What you'll learn
Remove the seller's downside before you ask for trust. Jerry structured his earliest deals so the seller kept all the leverage and could walk away anytime. He earned trust by giving it up first, not by asking for it.
Never say "trust me." Jerry treats those two words as a warning sign. He'd rather let his track record and what other people say about him do the talking.
Put a number on your ceiling before you negotiate. When Kison brought him a live acquisition target, Jerry's first question wasn't the asking price. It was Kison's own walk-away number and the value he thought he could create.
Ask for the metric a target will actually hand over. When a competitor won't open their books, skip the financials fight. Ask for client count instead, then work backward from what those clients are worth.
Treat a lender's "no" as a checklist, not a verdict. Jerry's response to every loan rejection was the same question: what exactly made you say no? Fix those things, then go to the next banker.
Separate opportunities from deals. Jerry only calls something a deal once it's closed. Everything before that is an opportunity he has to seize fast, not overthink.
Build at the high end so you stop competing on price. Jerry's rule on margin: build something nobody else can match, and you're no longer negotiating against 500 other bidders.
---
Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

Twenty years before M&A Science existed, Kison Patel learned how to spot a deal from a real estate developer named Jerry Cedicci. This episode tells Jerry's story: orphaned in France at age 7, he arrived in Chicago in 1981, speaking no English. He would go on to turn a French bakery counter into a real estate portfolio worth hundreds of millions of dollars.
Jerry opened his first Café Croissant on Walton Street in Chicago with a baker he'd hired sight unseen. What he lacked in market research, he more than made up for with conviction. The store did $1,500 on day one against a $450 target, then $60,000 in its first month. 
He used that cash flow to negotiate an option to buy his landlord's building and, ten years later, closed on it for $10 million.
From there, Jerry moved fully into real estate: rehabbing a derelict meatpacking building into condos, buying a struggling nightclub through his accountant, and converting a single-room-occupancy hotel into a five-star property he sold for $24 million. 
What you'll learn
Build conviction before you have proof. Jerry opened his first bakery with no market research and no baker, just a read on the neighborhood and a willingness to bet on it.

Turn early cash flow into structural rights, not just better terms. He used his bakery's daily revenue to negotiate a 10-year option to buy his landlord's building outright, thinking well beyond lower rent.

Buy the operator and the asset separately. When Jerry wanted a meatpacking building, he priced the business and the real estate as two separate offers and kept the owner on the payroll for six months to protect the operation while he refinanced.

Get a rejected loan explained line by line. After a bank turned him down, Jerry asked exactly why, then rebuilt his pitch for the next lender (and got the loan).

Scout a one-mile radius around your best location. He used a one-mile radius around his top-performing bakery to find the derelict building that became his first ground-up development project.

Negotiate the deal you want, not the one on offer. A landlord's refusal became a lease with better terms and an option to buy the building for a fraction of its appraised value.

---
Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

A rollup can look attractive at signing: cash today, equity in a larger platform, and the promise of participating in what gets built next. But sellers rarely spend as much time understanding what sits above that equity, what has to happen before it becomes liquid, or whose economics take priority when the platform eventually exits.
Bill Johnson, Founder, Chairman & CEO of The Liberty Company Insurance Brokers, has completed roughly 50 acquisitions while building Liberty without PE equity capital. He joins Kison Patel to challenge some of the assumptions behind acquisition-led growth and explore what buyers and sellers often discover only after the deal is done.
What You'll Learn
What sellers should understand about common vs. preferred equity

How investor timelines can change deal economics after close

Why seller character is so difficult to diligence

What happens when acquisition growth outruns integration capacity

How Liberty balanced M&A, organic growth, and leverage

When red flags between LOI and close should make you walk away

---
You can do fifty deals and still run into something you've never seen before. DealPilot , powered by M&A Science, gives you practitioner-built guidance from 400+ interviews and thousands of real acquisitions. When the playbook stops working, know what to do next.

Integration problems often get blamed on culture after close. The real issue may have started earlier, when leaders were never given enough clarity on how to operate inside the new company. Kim Jones is an HR Director of M&A with more than a decade of people-integration experience across deals ranging from single-employee acqui-hires to acquisitions involving thousands of people.
In this episode, Kim shares how to avoid integration debt, what to do when trust and operating rhythms start to break down, and the stories that shaped her approach, including a CEO who delayed his own close and a butterscotch Life Savers incident that sparked an employee uprising. 
What You'll Learn
Why experienced leaders still need onboarding after an acquisition

What creates integration debt before the deal even closes

How to define "you'll run independently" before it becomes a source of friction

The retention question Kim asks before deciding where to spend retention dollars

Why integration planning should start around LOI, not Day One

How to spot the people who actually hold influence, even when the org chart doesn't show it

What buyers should preserve from the target before replacing its operating rhythms

If you're planning an integration and trying to get leadership aligned before close, DealPilot, powered by M&A Science, gives you practitioner-built guidance for the decisions that shape Day One and what comes after.