439 episodios
- Most corp dev teams let the banker inbox set the agenda. Michael Guptan, who has led or contributed to 120+ transactions worth over $100B across Dell, Walmart, DXC, and now The Trade Desk (NASDAQ: TTD), says that's backward. Strategy drives M&A.
His approach starts long before a deal. Define where the company needs to be in three to five years, find the gaps, then build relationships with likely targets 12 to 18 months before any deal talk, so culture is clear before the LOI.
Michael and Kison cover:
The red flags that signal a culture mismatch
When to buy instead of build (time to market usually decides it)
Negotiating the whole package: speed, certainty of close, retention, and org structure
Budgeting 5 to 10% of deal value for integration on smaller deals, with the integration lead in diligence
Why he avoids compressed auctions, and the judgment calls he won't hand to AI
Kison also puts DealRoom's own strategy on the table for a live role play.
Tracking targets 12 to 18 months out only works if your pipeline lives somewhere other than inboxes and spreadsheets. DealRoom is the AI-powered operating system for Buyer-Led M&A™, with one source of truth for targets, notes, and emails, and diligence findings that feed straight into the integration plan. Customers cut person-hours per deal by ~50%: bit.ly/4eYoRjW - Most people assume the hard part of an M&A deal is getting the contract signed. However, Meg Cavanaugh, SVP of Legal at Commvault (NASDAQ: CVLT), has spent her career proving otherwise.
Meg worked in-house at three public companies, closing acquisitions almost every week during her six years at Carbonite before moving to Commvault, where her role spans legal, diligence, and integration.
What You'll Learn
Draft the LOI in-house before outside counsel sees it. Keep the tone and structure matched to your own deal philosophy, then bring outside counsel in to review rather than build from scratch.
Treat LOI negotiation as diligence. Every redline you get before signing tells you something real about the people and the business on the other side of the table.
Push back on conservative lawyering. Don't let a deal stall over an immaterial closing condition or a 0.01% edge-case indemnification issue.
Choose asset vs. stock purchase around what you need to exclude. Asset deals let you carve out debts and liabilities explicitly; stock deals mean you're taking on the whole company.
Chase down change of control provisions early. Left unaddressed, they can let a key customer walk the moment the deal closes.
Build a Corp Dev team that owns the deal and the integration. Once you build that muscle successfully, it gets easier to repeat.
Train non-lawyers to negotiate commercial contracts. Give them the playbook, audit their work, and save outside counsel for the purchase agreement itself.
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Meg's in-house team reads every contract in the data room, then puts what they find on the CISO's, engineering's, and compliance's radar before close. DealRoom Diligence was built for that handoff. Each finding is logged with an owner and a mitigation plan, then carries straight into the integration plan, and the AI document analysis is built to reduce internal & external legal costs by 60%. See how it works: https://bit.ly/4BxCAb5 - A partner's spouse joined a call two weeks from closing. One background check later, a PE deal was dead, along with every dollar spent on diligence and attorney fees.
Kison gathered the deal stories practitioners leave out of case studies, with the names removed. Corporate development leaders, attorneys, and advisors share deals that died at the signature line. There's also a roughly $1 billion divestiture that was unwound after a withheld forecast surfaced the morning after the wire. And a losing bidder bought the same company back 18 months later for about 80% less. The pattern across them: a late surprise kills trust faster than it kills valuation.
Most of these deals died on something that surfaced too late. DealRoom, the AI-powered operating system for Buyer-Led M&A™, keeps diligence requests, open items, and findings in one place from the start of a deal. That way surprises show up while you can still price them or walk away. See how by clicking here. - Days before closing a carve-out, Danielle Fortier's team found the seller's vendor list was off by dozens of vendors. Danielle, a partner at Cooley with four corporate carve-outs closed this year, explains why: back-office vendors are shared across every business line, and deal leads rarely focus on them early.
Her roadmap maps every entanglement, checks it against what the buyer already has, and sends only true gaps to the TSA. Cloud hosting, finance and IT security are the usual traps. Settle TSA length and pricing in the LOI. She has seen sellers assume three months while buyers assumed 18.
Her biggest warning is over-relying on the TSA. Six months in, you still go to the seller for everything.
That vendor surprise happens when entanglements, gap owners and TSA schedules live in lists nobody fully trusts. DealRoom keeps carve-out diligence, open requests and integration planning in one connected platform, so gaps found in diligence carry into the post-close plan. See how Infoblox consolidated 5+ tools from pipeline through integration: Infoblox's Case Study - "Never use the word 'trust me.' It's those people you can't trust." Jerry Cedicci, Kison Patel's boss from twenty years ago, built hundreds of millions of dollars in real estate, cafes, hotels, and restaurants. This is his playbook.
For Jerry, trust is structural. Ask to run the business you're buying, let the seller fire you anytime, and hand them every card so they can't lose. He pushes the other side to name a price first so he never negotiates against himself, and he'll pay full price when the seller finances it.
Then Kison raises a competitor he wants to buy that won't share financials. Jerry works it live: skip the financials and ask how many clients, set your threshold, size what the company could become, and offer 6 against an expected 5 to 10.
In corporate M&A, Kison notes, earning a seller's trust can take a year, which means tracking targets long before they're ready to sell. Qualfon reviews 75–100 targets a year and runs that pipeline in DealRoom with real-time reporting: read more here.
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M&A Science, hosted by Kison Patel (Founder & CEO of DealRoom), is your go-to podcast for mastering the art of mergers and acquisitions. Each week, Kison and his expert guests from leading brands like Xerox, FastLap, and Cisco dig deep into real-world M&A strategies, offering actionable insights to optimize your M&A practice.
Whether you're an experienced practitioner or new to the field, M&A Science provides practical advice on key topics like sourcing, due diligence, integration, divestitures, and more. With over 300 episodes, this podcast is the premier thought leadership resource designed to streamline your deal-making process.
Start listening today and visit mascience.com/podcast to access over 300 episodes. Brought to you by DealRoom, the leading M&A optimization platform used by the best M&A teams around the world
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- Muchas otras funciones de la app


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