M&A Spotify Playlist

Just something fun. As 2019 comes to an end, it's time to reflect on the deals we closed throughout the year, the ones we're still working on…and yes, the ones that got away. And what better way to do this than by creating a special M&A Spotify playlist (click on link). So, if you are a dealmaker and are afraid of what might happen to your deal over Christmas and New Year's, or if you are someone who thrives on the adrenaline of M&A deals, don't worry. This Spotify playlist may help you stay tuned in with your deals.

We start off with Exclusivity (1991 Billboard #1 R&B song) because as duo Damian Dame puts it: “All I want from you is what you want from me, exclusivity”. And once it's agreed on, we enter the Negotiations phase. As with all negotiations, we have a few options: either Norwegian singer songwriter Morten Myklebust’s 2015 song or Australian urban act duo CVIRO & GXNXVS's 2019 single. At some point, it's time to talk to the target company (Target by rapper YBN Cordae) about whether the deal is going to be a friendly Takeover (Jay-Z, 2001 with The Doors theme or, my favourite, the lively Takeover by Kwamz & Flava, 2016) or whether it will be a Hostile Takeover (great R&B song by Soulful Session, featuring Lynn Lockamy).

Anyway, we need to hurry up since, as usual, there is a menacing Deadline (French artist Flavien Berger) looming. And if we're lucky and meet it, we have to Hustle (a 1975 evergreen song from Van McCoy and the Soulcity Symphony) and move quickly to Signing (Sherlock Holmes television soundtrack by David Arnold/Michael Price). Once we sign, we have a Deal (Thomston, 2019). We can now try to look at the terms of the deal and work towards completion. Hang on – hit the pause button. We forgot to negotiate a Go Shop (Gypsy Jazz Caravan). Never mind, let’s try to get the deal cleared with the regulatory authorities. No worries since we agreed with the buyer that the deal would be done come Hell or High Water (Passenger, 2018).

But we still have a few bits and bobs to work out. Should we actually talk about financials in the contract? Any closing accounts or earn-outs? No, we agreed on a simple Locked Box (Nina Sublatti, Eurovision entry for Georgia). As an M&A lawyer, I believe it is wise to carefully allocate risk between the parties, although increasingly more deals are done with No Warranties / No Guarantees (Stonebridge). When allocating risk, you are either accepting that the risk will automatically fall on one party, turning it into a Liability (Lorde, 2017) or that one party will indemnify the other (Double Indemnity, Danny Amis & Twin Tones).

Enough on the legal side. It is Closing Time (beautiful song from Tom Waits’ 1973 debut album) to Transfer (2018 dance song by Tupikor) the shares in the target. There's no Bankers Blues at this point, because this is when bankers get their success fee (Rory Gallagher). As a final reminder, there is very often not only a deadline at the beginning of a deal, but also at the end, the "long stop" or "drop dead" date. So time to finish this playlist with a second Deadline (the absolutely fantastic trance and hardstyle piece by Dutch DJ Brennan Heart).

I want to wish you a wonderful holiday season…and looking forward to an excellent M&A year in 2020.