Wipfli Corporate Finance Advisors, LLC的动态

My third book is now available on Amazon! "Merger & Acquisitions Companion Guide" emphasizes the crucial role of accountants as trusted advisors in what could be one of their clients' most significant business transactions. It provides a comprehensive overview of the M&A process, specifically tailored for small businesses and highlights how accountants can add substantial value for their clients, thus enhancing their service offerings and business growth potential. The book addresses the 'heart' and 'head' aspects of M&A, acknowledging the emotional and personal elements alongside the technical and strategic considerations. It offers a realistic portrayal of the M&A landscape, drawing from the author's extensive experience of over 15,000 hours in business sale transactions. This hands-on experience translates into practical advice, from navigating client relationships to understanding the intricacies of the business sale process. This guide is not just theoretical; it's based on real-world scenarios and lessons learned from numerous transactions. It's an essential read for practice accountants looking to expand their services into the M&A arena, offering a solid foundation for collaboration in business sale transactions. Whether you're an experienced accountant or new to the field of M&A, this book is an invaluable tool for enhancing your understanding and effectiveness in this dynamic area of practice. https://lnkd.in/ebc8Cn5h

<> Bromi Notification: Article 61(3) of the UK The Bromi Notification, specifically Article 61(3), is an essential regulatory aspect in the United Kingdom concerning financial institutions, and the broader business framework around mergers, acquisitions, and anti-competitive behaviors. This provision stems from the UK’s competition laws and business practices under the Competition and Markets Authority (CMA), designed to maintain fair and open competition within the market. <> Importance of Bromi Notification in the UK Market The Bromi Notification and its associated provisions like Article 61(3) are critical to ensuring fair competition within the UK economy. By regulating mergers, acquisitions, and other significant business activities, the UK government aims to foster a dynamic and competitive market where no single company or group of companies can gain an unfair advantage. This benefits consumers by keeping prices competitive and maintaining a diversity of products and services. In the post-Brexit era, the UK has reinforced its competition laws to ensure that they remain robust in a globalized economy. Article 61(3) serves as a key mechanism in this regard, ensuring that the UK remains an attractive and fair marketplace for businesses and consumers alike. <> Conclusion Article 61(3) of the Bromi Notification is a cornerstone of the UK's competition law, helping to ensure transparency, fairness, and competition in the marketplace. Businesses operating in the UK or seeking to expand via mergers or acquisitions must be mindful of this regulation to ensure compliance and avoid potential penalties.

Acquisitions are hard. Acquisitions as a PE backed PortCo are harder. Your existence depends on your ability to find a deal. PE economics make that deal hunt like finding a needle in the haystack. So if deal making creativity is your friend, then deal making creativity guided by process is your BFF. Tom Wambsgans / Gregory Hirsh BFF’s to be precise. One of my favorite use cases came in the early days at Clear Creek. The cliff notes goes as follows: 1. Find a Non-Op position you like on the cheap 2. Try your hardest to get the attention of the Operating partner to no avail 3. Identify a loophole in the MOU allowing anyone to permit 4. Knock on doors to do the hard work of securing land rights no one has 5. Permit up the countryside to bring the Operating partner to the table 6. Strike a deal Strategic thinking here is informed by process. The beginning of our process always starts with the counterparty’s interests, the counterparty’s BATNA (a word people use to try to confuse you, just thinking of alternatives to doing a deal with us), and what can be done in the near-term to weaken BATNA. In short, there are three alternatives: 1. Do a deal with us 2. Do a deal with someone else 3. Do nothing Knowing this, I can do the following: 1. Weaken those alternatives ahead of the negotiation 2. Loss frame the risks of doing nothing - In pure dollars and cents 3. lluminate, subtly, the difficulty of other alternatives in the offer structure - in pure dollars and cents The real-world results: Option 1: What we used at CCRP - Non-Op position to $40,000 acre operated position. Option 2: One of the key ingredients in most Mainline sales engagements to motivate action Option 3: Recently leveraged by a client selling their business to get 2x the initial offer price On a standalone basis, in the right scenario, each tactic is effective in enhancing negotiating leverage. The trick is understanding which to deploy ahead of the negotiation given the information at hand. With proper foresight, you can layer in all three to achieve some pretty remarkable results.

Understanding Slump Sales: A Quick Guide In the world of mergers and acquisitions, "slump sale" is a term that often pops up. But what does it actually mean? Let's break it down. A slump sale refers to the transfer of one or more undertakings or businesses by a company as a 'going concern' for a lump sum consideration without assigning individual values to the assets and liabilities. Essentially, it means selling the entire business unit or a significant part of it in one go, instead of selling it piece by piece. Key Features of Slump Sale: 1. Entire Business Transfer: A slump sale involves selling an entire business undertaking or division, including all assets and liabilities. 2. Lump Sum Consideration: The sale is executed for a pre-determined lump sum amount, with no specific valuation assigned to each asset or liability. 3. Continuity of Operations:The business continues to operate without disruption, as it is transferred as a 'going concern.' Why Opt for a Slump Sale? - Efficiency in Transactions: It simplifies the transfer process by avoiding the need for individual valuations of each asset and liability. - Tax Benefits: Depending on the jurisdiction, slump sales can offer certain tax benefits, making them an attractive option for companies looking to restructure. - Quick Exit Strategy:Companies seeking to divest or exit non-core business segments may find slump sales an efficient and speedy route. A slump sale can be a strategic move for businesses looking to realign their operations, unlock value, or focus on core areas. However, it's crucial to carefully evaluate the financial, legal, and tax implications before proceeding.

#mergersandacquisitions #finance Gokkaya, Liu, and Stulz (2023) document how specialized M&A staffs make important contributions to acquisition performance. On average, acquirers with specialized M&A staff realize 1.3% greater announcement date financial returns than acquirers that do not have such staffs. ????Such in-house staffs participate in strategic analyses of a firm’s external environment and evaluate the firm’s strengths and weaknesses compared to their competitors. In addition, they identify attractive targets, potential synergies, and conduct valuation analyses. They may also participate in takeover negotiations, perform due diligence, and lead post-merger integration efforts. However, there is no evidence that acquirers with such staffs capture a greater percentage of the combined synergy gains or pay lower purchase premiums. ? ????Such staffs are not simply proxies for the characteristics of the firm or the deal. Rather, they contribute to deal success, the authors contend, primarily through their ability to select better targets with higher synergies. While such firms still use investment bankers, they tend to pay less for such services, presumably because their work substitutes for some of the services that would have been provided by investment banks. ????The benefits of in-house M&A staffs are less when the interests of shareholders and managers are not properly aligned. For example, when a CEO is more interested in empire building than in maximizing shareholder returns, such staffs are more likely to be used to make deals to achieve the CEO’s objectives, often to the detriment of shareholders. ????Specialized M&A staffs are primarily used by highly acquisitive firms. While slightly more than one-third of US publicly traded firms use specialized M&A staffs, these firms account for almost one-half of acquisitions. Why don’t more firms utilize such staffs? Less acquisitive firms are likely to see them as expensive and are more likely to rely on the perceived expertise of board members.

Knowledge Xchange (Kx)’s upcoming Coffee Morning Meeting Time: 11 a.m. to 1 p.m. Day: Saturday Date: 20-Jan-2024 Topic: Corporate restructuring Speaker: CA Binoy Parikh Agenda for discussion: 1. Modes of Corporate restructuring- mergers, demergers, slump sale, slump exchange, capital reduction, buyback, share acquisition, etc. 2. The modalities and tax considerations vis-à-vis each mode of restructuring. Certain issues that will be discussed are: a. Tax provisions vis-à-vis each of the above mentioned corporate structuring leg. b. Double edged sword vis-à-vis 50CA and 56(2)(x). c. Capital gains tax at 20% on sale of shares of unlisted company, but 10% once the shares of listed company are listed. d. What if listed company merges into unlisted company – impact on grandfathering of cost? e. What if there are Mauritius/ Singapore shareholders pre 1 April 2017 in the unlisted company? f. Typical issues surrounding demergers such as proportionate issuance of shares, existence of “undertaking”, assumption of going concern, etc. g. Tax aspects vis-à-vis slump sale and impact of a Business Transfer Agreement versus Slump Sale. h. Impact on tax losses u/s 72A on merger of unlisted company into listed company – what if it is not an “industrial undertaking”; can it be converted into demerger? i. In case of reverse merger (listed into unlisted), impact on losses of unlisted company? Impact of change in shareholding u/s 79 of the unlisted company. j. What if it is a merger of listed into another listed company – impact on grandfathering as on 31/1/2018, impact on FPI shareholders pre 1 April 2017. k. Impact of IndAS on amortization of intangibles and goodwill. l. Light touch discussion on regulations and fiscal costs.

A&O Shearman has?put in place a three-level modified lockstep partner remuneration system, which follows the firm's adoption of an all-equity partnership structure, according to sources close to the firm. The move consolidates the firm's?partner pay model following its creation via the merger of Allen & Overy and Shearman & Sterling, which?went live in May. Under the new system, the firm's 800 or so partners will be assigned to one of three rungs on a modified lockstep, called?'entry', 'core' and 'super', the latter of which is reserved for the firm's best performers, or "highflyers", as one of the sources put it. It comes after the firm adopted an all-equity partnership model, a move which?marks a shift away from the pre-merger partnership structures of both A&O and Shearman, whose partnerships featured a nonequity, or 'salaried partner', tier. Around the time of the merger, Law.com reported that the combined firm would adopt an "elongated" version of A&O's modified lockstep model. Commenting on the changes, an A&O Shearman spokesperson said: "Our approach to partner remuneration for A&O Shearman is designed to allow the firm the flexibility to compete for and retain the very top talent while encouraging and rewarding the maximum level of collaboration and teamwork, which bests serves our clients and partnership culture." Full story from Habiba Cullen-Jafar: https://lnkd.in/ecWuyuHw (Leaders Khalid Garousha, Hervé Ekué, and Adam Hakki of A&O Shearman.)

With the (predicted) increase in M&A activity in 2024, with a much lower action of M&A happening in 2023, it's important to note some of the challenges law firms can face when conducting a merger from a cultural AND financial perspective. While there have been dozens of successful mergers and acquisitions (M&A) in the legal sector in the UK, there have also been instances where such endeavours have encountered challenges or failed to meet expectations. In 2018, UK-based law firm Ince & Co announced its merger with Gordon Dadds LLP, another law firm, to create Ince Gordon Dadds LLP. However, the merger encountered difficulties, including Partner departures and financial challenges. In 2019, just over a year after the merger, the combined firm announced that it was restructuring its operations, with some offices and practice areas facing closures or downsizing. The challenges faced by Ince Gordon Dadds highlighted the complexities of integrating two firms with different cultures and operating models. In April 2023, the firm filed for administration and a month after this, was purchased by Axiom DWFM - and we all know what happened there... ?? What can go wrong in M&A in the Legal sector? - Cultural Misalignment: - Client Conflicts - Client Retention - Talent Retention (something I see more than most) - Financial Integration - Regulatory Compliance - Technology Integration - Communication - Strategic Misalignment - Market Perception - Legal Due Diligence Addressing these challenges requires careful planning, thorough due diligence, effective communication, and a commitment to resolving issues as they arise. Successful M&A in the legal sector requires a comprehensive understanding of the legal and business aspects of the firms involved.

Here’s the simple mistake CEOs make when selling to a private equity firm. They don’t shop for a better deal. Let me explain the common scenario. Sally is the CEO of a SaaS company that is valued at $35 million. She is approached by a private equity firm. They offer to purchase at $45 million. Sally is excited but cautious. The equity firm’s attorney sends the Letter Of Intent (LOI). Sally sends it to her in-house legal team. They review the LOI. They do their due diligence. They believe it’s a good deal, and Sally accepts. All without testing the marketplace. It’s not your legal team’s fault. It’s not their job to shop for a better deal. But if you skip this step. you could be missing out on millions. Here’s what I would have done instead. Contact a mergers and acquisition (M&A) advisor. That advisor would: - Help package your company for higher buyouts - Shop your business around to other buyers - Double-check the terms of the agreement - Negotiate on your company's behalf THEN work with your legal team, once the best deal has been established. You'll to find the best deal for the company you’ve worked so hard to build.

Corporate restructuring & business restructuring might seem similar, but they serve different purposes: - Corporate restructuring involves changes to a company's ownership, structure, or operations, such as mergers, acquisitions, divestitures, & changes in ownership or control. It reshapes the entire entity to improve efficiency, profitability, or strategic focus. - Business restructuring entails internal changes within a company to enhance efficiency, reduce costs, or adapt to changing market conditions. It focuses on specific business units, functions, or processes rather than the entire corporate entity. Learn more about restructuring objectives, processes, impacts, and benefits. Contact us today for expert guidance on corporate or business restructuring: ?? [email protected] or ?? UAE +971 4 878 6240 | KSA +966 54 995 2676. #CreationBC #BusinessSuccess #ConsultancyServices #BusinessAdvisory #CorporateStrategy #CorporateRestructuring