K&L Gates LLP

Partner (M&A, Securities, and Governance)

Deal Lawyer | Creator of the "Knowing Something" M&A in a Minute ⏰ Series | Tennis, Reading, Fitness, and Air Force 1s 👟

I’m a mergers and acquisitions (M&A) lawyer with the global law firm K&L Gates. My approach to M&A is to partner with my clients to get their most significant and complex deals done quickly and cost efficiently. 

To do that, I provide creative and actionable legal advice—while having fun along the way too! 

I’ve been doing M&A and advising companies, management teams, and directors for almost 25 years and I love my work, my awesome teammates, and my valued clients—after all, you’re the reason I get to do what I do every day! 

My work involves advising global public and private companies, boards of directors, special committees, and senior management in connection with their most significant and challenging matters, including mergers and acquisitions, capital markets transactions, activist planning and defense, and corporate governance matters.

My clients include a broad range of nationally and internationally recognized public and private companies, as well as financial investors and investment banking firms. 

Although I focus heavily on tech deals, my clients are located around the world and are active in a range of industries, including mobile communications, renewable energy, sports and broadcasting, chemicals, emerging technology, financial services, software, manufacturing and metals, education, robotics, information technology, media, and life sciences.

I talk and write about all kinds of corporate law topics, including mergers and acquisitions, corporate finance, venture capital, and corporate governance. I was also a long-time contributing author to the Lexis-Nexis Securities Practice Guide.

I’m a founding faculty member of my firm’s mini-MBA program, an innovative professional development training program designed to orient law firm associates and in-house legal teams to key business and corporate finance concepts that are critical to business success.

Last, but definitely not least, I’m the creator of the “Knowing Something” M&A in a Minute ⏰ series here on LinkedIn. 

If you would like to know more about me and the way I think about deals, follow me on LinkedIn and let’s connect. 

I’m always excited to meet new people who are doing great things. 

So reach out and say hi…I promise you won’t get a bill! 


Connor doesn’t care much for M&A—


except, of course, if it somehow involves the reallocation of his oversized dinosaur collection 🦖 🦕! 

As Autism Acceptance Month kicks off, I’m appreciating all the things Connor teaches me every day. 

But I still want more. 

One thing’s for sure, I want to hear what he’s thinking about and all the incredible adventures I know he’s having in his dinosaur world. 

Maybe one day soon…

In the meantime, I thought I’d share with you a few of Connor’s best lessons ⬇️

🎤 Talking is way overrated—we can communicate in all kinds of different ways. 

🧐 Don’t be so serious (or take yourself so seriously)—being boring sucks! 

💡 It doesn’t matter how important you think you are, how much money you make, or the important deals you’re working on—no one really cares (and those who do care, run away from them as fast as you can!). 

😊 Be happy—with yourself, your family, the simple things in life, and the opportunity you’ve been given to experience this incredible universe. 

💕 Be yourself—that’s the greatest accomplishment in a world that’s constantly trying to make you be something or someone else (to steal a bit from Emerson). 

😔 It’s ok to be sad and worry about things that may happen (or may never happen)…just make it quick and get back to jumping around and having fun! 

👚 When you find a comfortable t-shirt you really love, buy as many as you can find—and who cares if you want to wear the same one every day?!? 

🐓 Wherever you are in the world, you can always find some really awesome chicken tenders—you just have to know where to look! 

❗️❗️And most importantly…you can never, ever have too many dinosaurs 🦕 🦖 🦕

We love you little buddy and accept everything about you…and not just in April! 

 #autism #neurodiversity #autismacceptance #inclusionmatters

David Edgar

“Knowing Something” M&A in a Minute ⏰ — Keep Your Eye On The Ball ⚾️ 

Here’s the thing—drafting contracts, uncovering risks, and working on M&A deals isn’t really about the “legal” issues at all. 

Surprised?

The fact is it’s more about creating a framework for efficiently accomplishing business objectives with speed and predictability. 

So, if you wanna be an M&A superstar, you better keep your eye on the ball ⚾️. 

And this couldn’t be more true than when you’re advising a seller in an M&A transaction. 

Pro Tip 👉

Get in and get out fast, “follow the money,” and make sure you get to keep it after the deal closes. 

It’s really as simple as that. 

Perhaps a little rhyme will help you remember ⬇️

The road’s been long 
With issues a plenty 
But you’re almost there 
So count every penny 

With diligence done
And the closing in sight
Don’t ever forget… 
To persist and to fight

Escrows and holdbacks
And indemnity fights 
You better keep focused
With all of your might

Baskets and caps 
And sandbagging fun
All the dizzying documents
Make you just wanna run 

But keep your perspective 
It’s part of the game 
If your focus is strong
You’ll find fortune and fame 

___________________

If you like “Knowing Something” M&A in a Minute, please click the 🔔 at the top of my profile so you don’t miss anything new. 

 #mergersandacquisitions #mergersacquisitionsdivestitures  #deals #klgates #perspectivematters

“Knowing Something” M&A in a Minute ⏰— Do I Have A Buyer Bias 🤔? 

Now that you mention it, I probably do…but maybe not for the reason you think! 

I was asked this question recently on a podcast and it got me thinking more deeply about whether I bring a seller or buyer bias into a negotiation. 

If I do, it probably does lean a bit in the buyer’s direction. 

But it’s not because I advise on the buy-side more than the sell-side—although perhaps in recent years that might be true. 

In fact, some of my best negotiating “wins” have been advising seller’s against their often more experienced and better financed opponents. 

💡 But in an M&A deal information is everything. 

And in a typical M&A (a managment buyout a notable exception), there’s an information asymmetry that almost always favors the seller.

📍 So, once an agreement in principle is reached on price and the other key economic terms, the buyer not only has the most to lose if the business isn’t as promised, but also the best chance of losing it! 

That’s why careful diligence (aimed at equalizing that information assymetry) and strong contractual protections are so important to buyers. 

Here’s a useful way to think about it ⬇️

As a buyer, you should be consistently messaging that you’re willing to buy the seller’s business at the price and terms agreed IF:

1️⃣ you get full access to understand the business, it’s financial position, and risk profile 

2️⃣ nothing materially bad happens prior to closing that reduces the value of the business 

3️⃣ all the assets needed to run the business are transferred with clean title and no unexpected liens 

4️⃣ the seller stands behind its promises. 

Basically, as a buyer, you want to make sure you get what you pay for. 

But achieving that seemingly simple goal take a lot of work, a little luck, and successful planning and negotiation along the way. 

And that’s why most of the provisions in M&A agreements are really for the buyer’s benefit, particularly in all cash deals where the seller is primarily concerned that the deal closes on time and the buyer has the cash to pay up.

In that case, a good defense often turns out to be the seller’s best offense. 
________

If you like “Knowing Something” M&A in a Minute ⏰, click the 🔔 on my profile so you don’t miss anything new. 

 #mergersandacquisitions #mergersacquisitionsdivestitures #negotiations #klgates #deals

“Knowing Something” M&A in a Minute ⏰— How Big Is Your (M&A) Basket 🐣? 

If you’re a seller in an M&A deal, I hope the Easter Bunny 🐰 left you a really big basket! 

In the M&A world, a “basket” is easy to understand—it protects a seller from small, “immaterial” indemnification claims by the buyer. 

Let’s say that in a $100m deal, the seller negotiates a basket equal to .5% of the deal value. 

If the buyer has claims after closing as a result of inaccuracies in the seller’s representations, the buyer can’t recover against the seller until the value of those claims exceeds $500,000. 

In most deals these days, the basket is set up like a true deductible—meaning the buyer can only recover for amounts in excess of the basket. 

Sometimes you’ll see “tipping baskets” of various kinds where once the basket is filled up, the buyer can go back to the seller and recover from the first dollar or something in between. 

📍 The basket won’t apply to really important representations (referred to as fundamental reps), breaches of covenants, or stand-alone indemnities for things like taxes and known risks that are meant to stay behind with the seller. 

You’ll sometimes run into creative sellers pushing for “mini-baskets” that create a per claim deductible layered on top of the overall basket. 

Having a mini-basket makes sense in certain circumstances—just make sure if you’re the buyer that all of these smaller individual items at least count toward determining whether the overall basket is filled. 

With rep and warranty insurance (RWI) all the rage these days (even in smaller deals), the basket concept is alive and well. 

Only in RWI deals you’ll see it referred to as a “retention”—picking up the jargon from the insurance world. Often the retention will be around 1% of deal value—if shared, that will create a deductible for the buyer and some minimal indemnification obligation on the part of the seller until the retention is reached. 

Lots to think about, right?

M&A is all about creativity—that’s what makes it so much fun! 

Now I just have to figure out why that bunny 🐰 seems to have left our basket empty!

_____________

Enjoy this post? Then click the 🔔 on my profile so you don’t miss any new ones. 

#mergersandacquisitions  #mergersacquisitionsdivestitures #negotiation #indemnification

“Knowing Something” M&A in a Minute ⏰— Do You Need More Tools 🧰 ⚒️? 

If all you have is a hammer, then everything looks like a nail. 

Here are two things to think about ⬇️

1. All problems are ultimately solvable. 

Try to be “constructively optimistic” no matter how difficult a particular problem seems. 

That kind of mind shift has helped me to stay curious, push through obstacles, try new ideas, and look at things from new perspectives. 

Not giving up and believing that you can solve every problem is way more than half the battle. 

2. Get some new tools ⚒️! 

This is Connor’s first introduction to a hammer—I think to him everything is looking like a nail! 

Let’s apply this to M&A lawyers: 

⛔️ As a lawyer with lots of legal training and expertise, you have to be careful not to turn every problem into a legal problem—most aren’t! 

💡 In fact, if you advise a business (whether from the inside or the outside), you need to remember that businesses don’t have “legal” problems, they have “business” problems. 

That’s a critical distinction to keep in mind. 

Those business problems may have legal dimensions that are more or less significant—but, ultimately, they’re business problems that require business solutions. 

So, while I realize that your legal expertise makes for a good hammer from time to time…don’t forget to add other tools to your toolbox. 

Otherwise, you’ll be whacking the hell out of problems that aren’t going to be solved with your “legal” hammer! 

_________

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#mergersandacquisitions   #mergersacquisitionsdivestitures #creativity #ideas

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