Tip #12 from the Private Equity trenches that applies to small and midsized transactions.

During my time representing large private equity groups, I learned some techniques that equally apply to small and mid-sized buyers.

The all-hands call is the most underutilized trick in a M&A transaction.

Most deals are a terrible game of telephone. Lawyers negotiate with each other, relay messages to the buyer and seller. Buyer and seller talk to each other and relay messages to the lawyers (it gets even worse). Hours are wasted, bad blood and animosity created.

Lots of terse emails fly back and forth, but suddenly when we are all in the same “room” everyone is nice as can be. 9/10x when we all look each other in the eye we realize that everyone is acting in good faith and trying to get to the same result.

I could write a book on the art of the all-hands call, but three additional tips for lawyers (or searchers to communicate to their lawyers):

  1. Most people have all-hands calls when at an impasse or the deal is falling apart. Have them early and have them often. Make sure buyer, seller, lawyers, and brokers are on the call. If there is nothing to discuss then just make jokes and build rapport (you’ll need it later).

  2. You’re the quarterback, set the tone. Run the call like you are sitting on the couch with your friends and working to figure out the best path forward together. Of course, you will need to use your best persuasive skills to bring them to see things your way, but also acknowledge their positions. When a point is important to you, make that clear.

  3. As the lawyer, always make your client look good, whether that is mentioning how reasonable they are or how they are engaged with their family or community (read the room). It is always your position to be bad cop, when needed. Leas pleasant positions should come from the lawyer and allow the client to remain clean by deferring to “legal advice”.