Fielding the optimal deal team to improve M&A outcomes | Transaction Advisors

I think you're going to enjoy this next session when we talk about assembling the optimal deal team the discussion first looks at the benefits of bringing a diversity of perspective to the deal pursuit whether that be technical expertise unique industry or global experience and gender diversity but we also consider some of the challenges associated with having too many people involved those most obviously could involve leaks but also the antitrust and regulatory requirements that are associated with the management and study of confidential deal documents it's a very good conversation which I'm sure you're going to enjoy to talk about failure in M&A but rather to talk about what works and certainly the opening welcomed excites the imagination on M&A techniques and M&A methods because all of us are chartered with doing better deals and all of us ask questions about the method and the tactics we're using are they best-in-class is there something better we can do to lower the risk is there something better we can do to improve the returns and the outcomes of the deal and this curiosity keeps us entertained throughout the year and I hope it keeps you entertained as we talk about and think about these issues together we've given some thought to this in advance and we've got some questions we're going to talk about and I hope we're gonna come away with some clever and innovative perspective and information on what we could do in the future to put together and in this case better deal teams teams that produce better deal results and that's going to be the challenge for us to talk about but I'd encourage each and every one of you to think about these questions with us and ask questions of these panelists and ask questions of yourself and the composition of the deal teams that you're putting in play and hopefully we'll leave this summit in this conversation with some new ideas and hopefully some new friends as well and we're gonna stay for a glass of wine and conversation later but first and foremost let's start to talk about how you're gonna get the right deal on the field to do that obviously we've got an interesting mix of speakers to offer comments in perspective I'm gonna go first but real quick introduce myself so I'm William Jefferson black and I'm the publisher of the journal transaction advisers so we study these issues throughout the year and I'm pleased to bring this crew together and I'm gonna have each of them introduce themselves and who's gonna tell you about his war stories as an investment banker and his new role and corporate development and then we'll work our way down the down the line here so we introduce yourself and your background sure so Hugh Boston hello I work in corporate development corporate finance excuse me it Interpublic Group we're marketing services firms so if you've ever seen the Iowa the example the Geico commercials with the cavemen or the funny little green guy that's we do that as a way of example so it's a fun fun business great Michele Maynard Elliot I am presently a board member independent director of a company called element solutions publicly traded company its specialty chemicals I work for a company called Mercer and focus on you care about HR so focus on I'm gonna in the HR space it's great to be here William Thank You Alan connects Kay I'm the chief legal officer at the 0 t0 is a financial technology company developing blockchain based products for the capital markets so we're hoping Wall Street in five years is gonna look very different than what it looks like now before that I had a variety of roles at a large company in a payment space an investment bank and then in a law firm in London and in New York and across the entire journey of thing M&A and deals in various capacities capacities has been a constant theme so great to be here thank you so just real quickly set the stage was discussion we were inspired by some research that's in development at the Cass Business School in London's M&A Research Centre and this research talked about diversity in M&A teams in a particular gender diversity and it inspired us to start to talk more bra about deal teams and again best practice and and to set the stage what excited us about this question was whether there's ways to improve outcomes and in this case the research found two things that the outcome in M&A transactions was better when a woman was involved but it also said that the initial reaction in the financial markets was more negative when a woman was involved and we sort of scratched our heads and said well that doesn't make a lot of sense but let's understand that issue but let's take a broader lens as we look at not just men in women but a diversity of experience and expertise a diversity of gender is certainly a part of that mix a diversity of geographic knowledge and experience this is a global deal marketplace and so is everyone on your deal team from Michigan or Ohio but you're doing a deal in Europe or Asia and it started to excite us but before we do that let's just talk about sort of what standard practice and so you I'm gonna lean on you first so describe if you would you know typical situation a deal comes to your desk and you're chartered with putting together a team to pursue this what happens sex who's on that team sure well you know well first you know geographic diversification so I'm from Alabama friend Chris so I think that probably kicks in some of that but you know probably not too dissimilar than probably most people in the group here I mean we and we kind of think about it if you wanted to bucket it maybe in three three buckets we have really our core deal team we have we have our in-house specialists if you will that are brought in and then the third bucket being you know external advisors and specialists probably you know sounds pretty familiar you know the the core deal team is kept pretty small and I should really back up and say we are we're about eight billion of revenue we operate in about 150 countries about 55,000 employees and that's neither you know big nor large necessarily the point is is that we are spread out right and so we are very decentralized in our operations but we did find through some trial and through some publicized error before you know we got there in the early 2000s that our M&A function we need to be centralized as much as possible so our Cordele team you know emanates from that principle and so the first group is is the business that use the carbon development lead which is here in New York always the global lead we will then have a business unit lead of the sponsoring business unit and then legal counsel that'll be kind of core team and then in-house we have just like everybody else in the room we have our tax people our accounting people our insurance people our HR people our IT people our Treasury people etcetera that we pull in the specialists and then we have our external advisors you know we have our diligence providers who help us rarely because most of our deals are small tuck-ins but every now and again we'll do something of scale of consequence that we might hire a investment bank perhaps to help us with that but that's the basic structure of our team and so the initial team well we talked about three people yeah robably about three or four maybe maybe four I'd say yeah what are the triggering events when you start to add more people to that team well I think process it's really you know you it's really a small team that can get you to a term sheet but then once you get to that term sheet it's it's you need to obviously be pulling in the right people and again again like I feel like probably most people in the room you were very M&A has to be a very process centric activity otherwise it's just it's unwieldy and so and you have to advance things on on multiple tracks at the same time you can't you can't do things linearly so you know we're very conscious and very focused on that as well as invariably something's not going to go quite right and it's okay if that happens once but it shouldn't happen again so we have a lot of processes to incorporate all those things and to make sure that the right people are brought in at the right time and at that point are you having external advisors look at deal documents as well in that early stage you've got three internals sure externally yeah absolutely so you know again it depends on the jurisdiction if it's we're headquarter in New York if station operations over the world our key legal teams are in New York and in London so basically if it's you know a Western market if you will broadly define that'll be handled by our in-house legal but if we're in Indonesia or in South Africa or Brazil and we will almost certainly hire local legal counsel and the same thing with respect to diligence providers if we have a teams that can handle a lot of that in-house so we like to do that both from an expense standpoint but as well as if our team is handling all the diligence in-house then they're all ready by the time we close they know that asset and some of the granular skeletons in the closet may be a little bit better than otherwise so especially when it comes to emerging markets it's that's pretty important as I'm sure a lot of people do now yeah well how does this reconcile with your experience in terms of the composition of the team at the onset so so Nichelle's it's a Chinchin career because she came out of the legal side and then into corporate development and now as a board member do you like this small nimble team or do you like to put everybody in play at the onset to bring in tax and HR and all of the other disciplines that you mentioned sure my experience is very similar to Hugh's actually and I think most people in the M&A space believe that small and nimble to get to the finish line as quickly as possible is what your overall objective is and I think that's also true from a board perspective I do also agree that you know you bring in specialists at the appropriate time I'm not sure how much how many specialists you have really matters to the board because at the end of the day at the board presentation it's the business person who's got to own the deal and be able to speak to the risks that the board is concerned about but it's just matters that you have all of your diligence taken care of and you've hired people when you need them I think that in terms also of deal metrics right you're also looking at what the cost is and we talked a little about this last night it's you know sort of you want you want the best metrics for your deals so you don't want to have a lot of unnecessary external expense but you want to be very pointed in the experts that you hire that will bring expertise that your internal team doesn't have interesting now Sarah you're up next because no one said bring in the HR person but every M&A conference we host I hear this theme which says if only we were brought in early we would have been able to produce a better outcome and this 10 I pick on you and draw on you because I know you've got such knowledge in this area but this is true for the tax people I know some of our friends from true partners are here they'll say boy if you brought us in early we could have made some changes we could have informed the structure we could have done some planning but everyone says you bring us in early all right so Sarah what's the best practice here about bringing in people impart depends on how your company is structured so I work with some clients where they have somebody who is HR and sits technically in HR but they sit on the M&A floor they everything that they do is with M&A and they are part from the beginning but they know what I need to focus on what I don't what I should be digging it on and they won't spin their wheels I feel like sometimes part of the problem whether it's HR or some of the other functions is those people want to get into the weeds and so like solving for some little thing in Indonesia right away that you're not ready for them to go that level because you don't even know you're still toe in the water you're not wholly sure that they're gonna you're gonna move forward and so if you can have people who kind of understand the deal process and know how to guide and when to speak up and when to say you know we don't need to be a part of it I think that's helpful the other thing that I am also seeing some clients do is have the deal team learn from HR to say you know what what do I need to be looking out for and if you can give me a cheat sheet of if it's works councils if it's pensions if it's a place where I'm not operating in if their culture seems to be really different then I know what to look out for and I know when I might want to bring you in earlier than I would otherwise because Mamet consultants oh I always say it depends but it really does on what the specifics are of the deal and so but I often times with my corporate clients is trying to help the HR function inform Corp dev so that they can build that better relationship and be brought in earlier but only when they need to be right we we for what it's worth you know we do bring in you know we have we're very process-oriented and you know so the as soon as we have a term sheet our process document says these are the people that need to be notified that there's a term sheet and that there's a deal coming and HR is on that list and you know and we don't we well we don't have someone who's dedicated we don't have a HR person - something about M&A we do have h and are people who are point people for M&A as well as divestiture but divestiture is maybe lots of scope a little bit but if you're in corporate of element you're probably doing divestitures - you know that's a very HR intensive process right just logistically as much as anything else so those people are brought in early in that regard and then it's something they know that it's a little bit of coming on them to kind of okay now I know about it I'm gonna make sure that I pick up the phone and I'm proactive and be helpful interesting let's pivot a little bit cuz yeah I you inspire let's talk about Southside real calm before we think so Nichelle you've worked on some divestiture Alan have you worked on some divestitures do very different sensitivities around the composition of the deal team need-to-know basis securing the information or the processes in play it's very very sensitive and yet again the number of constituents that would be able to inform that would be great if it was big but you run into all sorts of risks and so again you think differently or is it the same formula in terms of the deal team on the buy or the sell side yeah sure look I think you're absolutely right on sell side is different for one thing you know it it sharpens a point very much that if you are the person who knows me the most about the business as being sold odds are if you succeed you may not have a job so look people are people and that's a very fundamental risk and and by the way if your senior management that's almost guaranteed to be the case unless you're being sold to a financial investor for four of our reason wants to keep you around and so it's it's it's very difficult that if you're carving out of business and you're selling it are you selling a standalone division and the likely buyer is going to somebody who's already active in that space then people who you most who you need to be in the process from the beginning and you know keep in mind that you know we talked about M&A but M&A is really a tool right it's an offshoot of a strategic deliberation process that has already happened so a decision that you need to do something has already happened and furthermore a secondary decision of the way you do that something is by going external as opposed to using your internal resources or or a partnership has already happened and so and it's with the divestiture to get to whatever effectively the third node on the chain where you're actually now talking about a transaction to sell something and who do you sell it to and how do you execute it the people who should have been in the mix probably should have been in the mix already right at least the very senior people so the problem of how you get them involved in how you keep them interested how you deal with all the kind of the you know you know the kind of the the fears that they're going to have very personal fears very rational fears and keep them interested and incentivized is it's important you got to solve that first because if you don't if you don't have the leadership interested and incentivize to help you with a deal all sorts of things are gonna go wrong very quickly now how broadly you know these things tend to be the worst kept secrets in businesses usually but you can at least make an effort big and bloated is not the solution but if you get the management team sorted right and you allow them to make a judgment call in terms of who is essential and who isn't you will probably get to a better outcome you know there isn't that kind of a an answer that you get out of the can about on that CHR yeah and so the management team very valid point and how they're gonna going to interact in the deal in my prior life I was in M&A at Praxair so any of you who've been watching the industrial gases business you would know that we just had a huge merger with Lindy so we spent the last two-and-a-half years in in this process and for us confidentiality was critical and so it was a very small team from the very beginning and and we had all kinds of confidentiality agreements every time somebody brought in because obviously you're dealing with you're dealing with regulatory authorities and I wasn't I was responsible for all of the divestitures across 70 countries which was a huge project and you know like you said it's not the best kept secret and you have a lot of tension and stress and but it's also you know a very small core group of people are the only people who really know exactly what's happening until the absolute last minute which can bring challenges but the intent was to not do the deal by leaks which it happens sometimes because we were emerging with a company that had a very different perspective on how you engage the media in your transaction as your negotiator I think the one thing that's worse and probably you know being thoughtless about how you put together a team for this and it's not really a cell side issue but I think this you know in terms of putting the other team thoughtfully although this side effect is more of a cell side issue is if it's done in a way that's too secretive and too random and you end up creating this you know this culture of fear and paranoia and uncertainty from some of the people who you might very well need in order to sell this business of someone on realised value for your stockholders but you may never know that because the people are there might be gone or be acting irrationally and then you end up destroying value and by the way you may not sell the business right you've got to keep that in mind and you have to almost operate from a perspective of this may not get sold so how should I be running this so I don't kill the business in the process I think when it can be over there can be the issues of with remain go right like you do the divestiture or it's a big acquisition and no one knew about another always looking over their shoulder which is something that we see a lot with like okay our group next reading into like everything that anybody says because now they're concerned are we being sold are we buy am I gonna have a job and so that can be a problem as well and it I think it's very specific to the company in the company culture but it's an important thing to keep in mind yeah you said you mentioned confidentiality agreements and disclosures of in leaks of deals wouldn't someone have a confidentiality agreement upon their employment isn't that sufficient isn't that enough you know I yeah theoretically you will know everybody would have signed something when they joined but this was so high-level confidential and it was not just the people within the company it was our bankers and our glory buddy had signed on to agreements because we knew that the information was so sensitive so it was as much a reminder to people although you already have your general confidentiality that you really have to be careful not to not to speak to this even to you know exactly and was that given so they were given a new agreement to sign yep at the onset of the deal and was that to get to bring them into the deal team they were brought into the data room right right as they became a part of the diligence process regard part of the negotiation process any of our experts they all had to sign that company to really remind them of their obligations and the sensitivity around that because that's when it really mattered right so that's a good it's a really good suggestion yeah and I think one alternative to that is that you you have a confidentiality memo and the confidentiality memo has a list of people who are in the know and that memo goes out and gets recirculated weekly and if you want to talk to someone who is not on that memo you got to go talk to the gatekeeper and how the person added if they need to be added and so the reminder of confidentiality and all the bad things that'll happen to you and your family if you talk to ya know if you talk to if you talk about stuff and and you know if insider trading is an issue reminder of that as well if there any particularly foreign on antitrust issues reminder of that and then having a list of people who are on the deal teaming that you can talk to and anyone else you can't and if you want to add them go talk to the gatekeeper and the person that may or may not be on boarded or they may not be on board with full knowledge of exactly what's going on I'm the best teacher right now with a client and that's been a big issue and those reminders on every document have been really helpful because sometimes it's an inadvertent thing so if you're in a very decentralized company and you need a piece of data and you randomly ask like hey can you get me XY and Z and it's something that you never would normally ask that's been an issue and a trigger of like okay why are they asking for that that's not something they would ever ask for in a normal course of business and so those reminders are helpful because you're trying you know if you're selling it and you probably know this on the buy side too and you're trying to get information and they're like we can't get that for you because I can't accent myself access it myself and I don't want to ask the HR person and Brazil for their pension data or whatever it is yeah it would be too unusual of a question to do that so is it similarly the new challenge around corruption and partly not because people are more or less corrupt today but because the enforcement is so much different today than it was 10 and 20 years ago the Foreign Corrupt Practices but to be able to bring in to the deal team forensic experts to look for fraud and misrepresentations is again you know sort of a new obligation I imagine is not really easy to manage is that right so one of things that we have done from a process standpoint that others might find helpful is that frequently the targets that you're looking at in I'll pick a country that we did some deal recently a turkey you know they operate in a way that is very normal for them to operate and they have no problems with but that violate anti-bribery Act in the UK FCPA in the United States as well as just different ways that they might hide things to keep from having to pay taxes I mean just and on and on it goes what what's interesting though is they will tell you right up front that they do all of those things so you you don't need to go and spend six months in diligence and pay you know Mercer whoever you know they pay pay PwC or whoever hundreds of thousands of dollars and spend all these months just to get a report back that says guess what they haven't paid any of their employees we've actually prepared a very summary questionnaire that we will send to people in advance and we will say do you do these things a lot of times we'll come back and they'll say sure you know we do them right because from their perspective it's not wrong but I'm trying to hide it it's just that's the way they do business and so we found armed with that it saves us obviously a lot of time and a lot of gotchas and a lot of surprises yeah look and people who run two sets of books right right they'll run one set of books for purposes of paying Frank payroll tax which which probably shows near zero yeah and then they should run another set of books that's the real set of books right and everyone does it and and and you got to deal with that right and that's you know that's not the point and so you know I think it's not you know me I mean yes and he bribe or an ad corruption is a topic but you know I you know what I don't think people now think it's any less acceptable than they did ten years ago right I mean yes the enforcement of enforcement climate changed I think what's happening is that you have a lot of boards and a lot of companies that are chasing growth and they're chasing growth in ways that are stretching the traditional business models and practices that they've been comfortable with including geographically and so you have people heading into new geographies new business models new sales and distribution models and and including by way of acquisition that they haven't touched before they may not be that sophisticated with they might have run a nice domestic business but now they're buying a factory or distribution business in in in in in Russia and CIS and and in Turkey and Latin America and Africa okay well you know what it's if you've got to get out of that mindset and so I think it's also pressure to just chase growth and chase grow you know it's not easy right you got to do stuff by definition that you know that that carries more risk you got to do something you've never done before you got to be a technology company that buys a supermarket I mean that's now that's the easier example right or or you got to go into new geographies that carry a lot more risk and if you haven't been attuned to that stuff historically because you had no reason to be your sales force was was only in the continental United States that's and you know you and and you and you continue to think that way you can have a problem and I do think that idea of a questionnaire upfront is a great one from a process perspective right because then it's just a matter of well now we're aware so we can inform the board from the board's perspective and then the board has a view on okay here's what you need to do to mitigate that risk or legal walk away right right well yeah exactly right or you know is there you know is there some sort of gray area here where we can get some kind of you know reps and warranties or some kind of you know mitigation for for what has been done in the past that you will hopefully not do going forward right yeah well we started with this nimble a couple of people on the deal team and I quickly baited you to add HR and cyber people and anti-corruption experts and so now we may have a whole bunch of cooks in the kitchen but let's talk about the experience of these various voices and and you you triggered my imagination around technology companies buying grocery stores for example it may not know anything about the grocery business and I told nichelle a quick story which will hopefully set up this this transition so listeners podcast about Rent the Runway and the person goes out to get funding for rent in one way and she says to the the VC says let me take your idea home and I'm gonna ask my wife if she thinks Rent the Runway is a good idea comes back the next day and says really bad idea we're not gonna fund your business and she says well tell me about how much money you make well that's a presumptuous question but the answer is this VC in Silicon Valley makes any Norma's amount of money and he says your wife may be a woman but she's not at all in our target market because she can buy gowns every day of the week and throw them away and Rent the Runway yes it's for women but it's not for people of that so it was close but it missed and so this diligence team which was assembled of the VC's wife missed the mark and so it intrigues me whether you're a technology company buying a grocery store or considering an investment in a fashion platform if you have a deal team they may have cyber or tax or HR expertise but if they don't have knowledge of the target industry or market or buying propensity is that a miss it sounds like you might want to have that about how in practice do you really feel the team you know do you have people that buy programmatic ads or they do creative work it's it's hard to put together a deal team that is in the buyer shoes but how do you think about these issues in a way and a pragmatic basis where you you can bring expertise to bear yeah look I think hopefully by the time you have done your strategy work right that concluded that you got to do something and that something is go into again you know that particular retail segment and you go into that particular retail segment by buying a supermarket and not starting a supermarket you will have people who in order to have concluded that know enough about supermarkets to help you with some aspects of diligence and execution the rest I think you have to thoughtfully rent and you thoughtfully rent expertise yeah I mean you you know do you want a higher person just for that maybe it sounds too clunky you probably rent now renting is not always optimal because you get particularly people you've never worked with before which may be by definition in case you haven't and advisors are a hit-or-miss but I think I don't think you have a choice here's the other problem on the other hand if if you staff too many of your own technology company people on the on the supermarket deal they are not going to be necessarily receptive to what you do with a super or put it another way when they get their hands on it and the deal closes and they got to integrate it they gonna want to contort its shape and mold it and turn it into a technology company and not a supermarket and different distribution channel which is why you did the damn thing to begin with right and so so you can't have too many of your own old school people either because kind of the you know a bit of a you know a bit of a paradigm shift that you're making from a corporate and strategic perspective here has to flow through the team composition from an HR fun part of it is just also making sure people you're asking the questions of why you're doing things a different way I have the ops that we're work with a lot of clients that are older companies that are buying technology companies and they're like yeah yeah I know we need to put in a foosball table and like you know have good coffee and that's it and they really would want it it went really poorly they missed the boat on benefits that you know supposedly Millennials don't even care about but they do care about it and it was a total mess and they ended up having to basically and let that company then who had been fully integrated into their benefits pull them out and like set him up totally separate because it would it created such a problem and it was they thought about some of the aspects of you know what it means for a technology company to be in an older more mature company but they missed a lot and part of it I think was they were moving quickly and didn't ask the question of why do you do it this way and is there value in it or not in some of it it's just it's not or you make a calculated decision that we don't care we still were gonna have you do it this way but I think those problems could have been solved earlier or been avoided if they had been asking the right question I think that's right look I mean cultural due diligence is a big chunk of it right you know as a director what are you looking to look at strategy finances in operations and culture right and you got to make sure that there's alignment or or intentional misalignment right that you know that people are aware of the intentional misalignment right you could be a big company and you could buy a start-up because you decide to go online well the reason why that startup is special it's probably because they operating as eighty people with foosball tables and and and and scooters and whatever else and not because their cement company in Dayton Ohio right and so if you really want them you probably have to keep them the way they are and if you decide if you immediately fold them into the family and commit there's gonna be first of all pressure to contort them and turn them into cement company employees and second of all you're just gonna have you know a massive impairment at some point that's not gonna happen and your strategy is not gonna be delivered on yeah we're in the creative business and so you can only imagine some of the groups that we buy and then the cultures that they have remember when I first started we doing a deal in Brazil so this ties both to creativity as well as Brazil doing deals in Brazil and there was a you know some things we were working through on the diligence side and the guy that we were buying his farm he was well known down there and he came back in course this isn't Portuguese but it was translated because we were getting hung up on these young petty details and he said I feel the deal is no longer beautiful and I cannot work when things are not beautiful so you know your terms of keeping the culture intact we had to be mindful that but I think also when you talk about a technology from buying a grocery store chain I think in the types of people can help you with that it's I think you know there's another aspect of diligence which is commercial diligence right and of course this also ties very mind I love that I was talked about this is really it's a strategy it's like okay if we're gonna be going down into an adjacency hopefully it's not something completely different but in adjacency bringing in a commercial firm diligence firm if you will there are experts consultants what-have-you to really help you especially because the business unit may be in particular that's sponsoring it oh yeah this is this is the perfect target for this but is it really you know and so having that additional check I think is important yeah interesting yeah so keeps it beautiful it only the only thing that I and I thought of in that regard you know there's you know you're hiring commercial expertise externally but to the point also about making sure you have the commercial person on the team from the very beginning because they at least in in my world the business people were the ones who did the integration who carry the deal forward so so to know that they are the ones that have to execute on it and have to be able to they've got to be able to speak in from in to the process from early on yeah and hold them accountable for value leakage and force energy execution and that's that's really the key so well I want to stir it up a little bit again drawing back to the research at from Cass but I also want to start to lay some groundwork about involving some questions so please start to give some thought to that but before we do I want to stir it up a little bit back to the initial inspiration because we've we've talked about the benefits of speed and a nimble small team we've talked about the benefits of bringing in experts later and strategically in the process but let's talk about bringing in different perspectives and I want to anchor against the research on gender diversity and that looked at outcomes in terms of performance of shares post a post announcement of the deal but let's step back and first talk about in the deal negotiation the different experiences of having a room full of men in a room full of women let's just start at that point and I think Michelle maybe I can lean on your experiences having been an M&A person a lawyer inside outside now a board person what have you observed in your your career yeah and and almost always the only woman in the room the only person of color in the room so but but it's very interesting and I think the research really tells us maybe what with all due respect to my male colleagues we don't necessarily want to admit to I know that I have done deals and I've been been told that my presence in the room actually changes the demeanor of the negotiation and without sort of going into a lot of stereotypes I think that sometimes there's a more collaborative way of getting things done that's not always the case if the room is full of men and again with all due respect because not everybody negotiates the same way but I think that's some of what what happens when you bring a different voice into the room a different perspective it's we were talking about sports analogies earlier and it's you know we're not necessarily you know how many you know you know what are my stats on this deal and so I have to you know my win means your loss versus we're trying to find a win-win so I think just having a different perspective on how you approach a deal and if I if I can see it on a point that doesn't mean that I'm weaker than you are that kind of kind of helps in getting to two better deals and better kind of better kind of completion at the end of the game this win/win concept is interesting right it's a not a zero-sum game right and I mean if you you've been in as an investment banker as a corporate development officer so many deal negotiations I mean hundreds well yeah yeah I mean like everybody else I don't want to overstate that but but you know I always think of one of my favorite phrases is none of us is as smart as all of us right and so I think that you know having a diverse team and being able to bounce ideas around invariably you come out with a better idea and a better concept that when you walked in the room and began those discussions so you know diversity inclusion is something that my company and I'm sure others too is is you know is is very very fundamental and important our CEO is OUTFRONT in our industry in that regard and our company looks that way our deal teams look that way just because that's who's there and that's you know that's we think that's critically important we're trying to reach all consumers everywhere and so it's important for our teams to reflect that so absolutely I think that that gives a better outcome well maybe this is a chance you know I liked Allen's return because it was fresh about yep rent expertise from the outside but what that might mean is bring in someone from Sullivan Cromwell or some you know advisor from ey that brings some diversity of gender into the mix but you've put together a lot of deal teams and negotiated a lot of tables what's your experience been as far as gender diversity goes no look it's it's hugely important right and and you know you said you walk into a room that's either full of men are full of women right I've never seen the latter it's a unicorn it doesn't exist what if it doesn't right it's you know it's all from the former right and there's going to be some exceptions and that's true for gender that's generally true for ethnicity and you know I think the recent trends have probably been towards positive improvements in that space is it enough no and you have to be it goes back to the earlier point we made you have to be conscious about how you put these themes together and if your internal resources William to your point are what they are then as you what is entirely within your control and expectations is who you hire to do work for you right and the world is very big in that respect and no one has a monopoly and pretty much anything right you know when I was very junior and starting out and then in the 90s the Managing Partner of the London office of the law firm I was at said cemeteries are full of irreplaceable people I don't know if he was trying to motivate us this way or not but but it's true right there you know there are a lot of lawyers out there there are a lot of bankers there are a lot of accountants and a lot of I mean some nice expert areas I don't know but generally there are a lot of people and so if you focus on ensuring that at least through that way you can introduce the right diversity of experience that's important that's entirely within your control and you find companies are doing better when it comes to the expectations for law firms banks accounting firms they you know they and and other consultants that they work with and I think and you know you're right that's that's a pathway to do it and that's a focus area and you know has it been working well no have people are people trying to do it at least some of the larger forward leaning companies yes I think so I think it's important that as we think about the diversity that we then make sure that it's different types of diversity and different types of roles because I am a woman and I'm doing HR but oftentimes I like the only woman in the room will be the HR person and it like so just to always have like oh it's a people issues let me bring in the woman but if it's a finance issue not so much has been an issue so I think that's an important thing that it's not just you know bringing a diverse person but it's what role what level and especially when you have really small core teams you know is it only diverse when you get it really wide and it's the junior people who may also not feel as comfortable to share their differences of opinions because you just generally wouldn't with the more senior people anyway can be an issue as well so I think thinking about those aspects is helpful you know I was I was gonna add to that as well as you were saying and it's not only having the person in the room but respecting the voice yeah once the person is in the room and giving that person an opportunity to to speak particularly at the levels that we function I mean if there is a woman or a person of color in the room they're probably pretty well Kadesh credentialed because that's you know that's how they got there so you would hope that they are bringing expertise that's gonna be a value right and because I've I've been in rooms where it's been you know sometimes it's a little more dismissive and then I've been in rooms where where that kind of opportunity and discussion is fostered and that helps a deal yeah and I think that's right now I think look it absolutely you're absolutely right and that goes to high kind of high value decision-making and high value expertise and it's not just because well might kind of we buying something and the target consumer population is female so let me go ask a woman what she thinks about shoes right and that sort of stuff and again you know people do research on these topics and that's so important but I think ensuring that that you know that you know that you know that that philosophy which is very important actually gets executed in a way that that brings you know those types of voices into decision-making is important and that's you know and that's that's a journey you [Music]

Channel: Transaction Advisors Institute

Views: 377

Rating: 5 out of 5

Keywords: Mergers and Acquisitions, M&A, Transaction Structuring, M&A Strategy, M&A Structures, M&A Synergies, M&A Conference at Wharton San Francisco, M&A Conference at Cornell Tech New York, M&A Conference at the University of Chicago, William Jefferson Black, Transaction Advisors, M&A Strategy & Governance, Transaction Structuring & Negotiation, Valuation & Transaction Opinions, M&A Regulation & Litigation, M&A Integration & Culture, M&A Finance, M&A Accounting, M&A Tax

Id: f1dwYEF17CI

Length: 43min 41sec (2621 seconds)

Published: Fri Jun 05 2020