M&A Science

Most people assume the hard part of an M&A deal is getting the contract signed. However, Meg Cavanaugh, SVP of Legal at Commvault (NASDAQ: CVLT), has spent her career proving otherwise. Meg worked in-house at three public companies, closing acquisitions almost every week during her six years at Carbonite before moving to Commvault, where her role spans legal, diligence, and integration. What You'll Learn Draft the LOI in-house before outside counsel sees it. Keep the tone and structure matched to your own deal philosophy, then bring outside counsel in to review rather than build from scratch. Treat LOI negotiation as diligence. Every redline you get before signing tells you something real about the people and the business on the other side of the table. Push back on conservative lawyering. Don't let a deal stall over an immaterial closing condition or a 0.01% edge-case indemnification issue. Choose asset vs. stock purchase around what you need to exclude. Asset deals let you carve out debts and liabilities explicitly; stock deals mean you're taking on the whole company. Chase down change of control provisions early. Left unaddressed, they can let a key customer walk the moment the deal closes. Build a Corp Dev team that owns the deal and the integration. Once you build that muscle successfully, it gets easier to repeat. Train non-lawyers to negotiate commercial contracts. Give them the playbook, audit their work, and save outside counsel for the purchase agreement itself. --- Meg's in-house team reads every contract in the data room, then puts what they find on the CISO's, engineering's, and compliance's radar before close. DealRoom Diligence was built for that handoff. Each finding is logged with an owner and a mitigation plan, then carries straight into the integration plan, and the AI document analysis is built to reduce internal & external legal costs by 60%. See how it works: https://dealroom.net/product/diligence?utm_source=mascience&utm_medium=podcast&utm_campaign=ep[NUMBER]&utm_content=diligence

A partner's spouse joined a call two weeks from closing. One background check later, a PE deal was dead, along with every dollar spent on diligence and attorney fees. Kison gathered the deal stories practitioners leave out of case studies, with the names removed. Corporate development leaders, attorneys, and advisors share deals that died at the signature line. There's also a roughly $1 billion divestiture that was unwound after a withheld forecast surfaced the morning after the wire. And a losing bidder bought the same company back 18 months later for about 80% less. The pattern across them: a late surprise kills trust faster than it kills valuation. Most of these deals died on something that surfaced too late. DealRoom, the AI-powered operating system for Buyer-Led M&A™, keeps diligence requests, open items, and findings in one place from the start of a deal. That way surprises show up while you can still price them or walk away. See how by clicking here.

Days before closing a carve-out, Danielle Fortier's team found the seller's vendor list was off by dozens of vendors. Danielle, a partner at Cooley with four corporate carve-outs closed this year, explains why: back-office vendors are shared across every business line, and deal leads rarely focus on them early. Her roadmap maps every entanglement, checks it against what the buyer already has, and sends only true gaps to the TSA. Cloud hosting, finance and IT security are the usual traps. Settle TSA length and pricing in the LOI. She has seen sellers assume three months while buyers assumed 18. Her biggest warning is over-relying on the TSA. Six months in, you still go to the seller for everything. That vendor surprise happens when entanglements, gap owners and TSA schedules live in lists nobody fully trusts. DealRoom keeps carve-out diligence, open requests and integration planning in one connected platform, so gaps found in diligence carry into the post-close plan. See how Infoblox consolidated 5+ tools from pipeline through integration: Infoblox's Case Study

"Never use the word 'trust me.' It's those people you can't trust." Jerry Cedicci, Kison Patel's boss from twenty years ago, built hundreds of millions of dollars in real estate, cafes, hotels, and restaurants. This is his playbook. For Jerry, trust is structural. Ask to run the business you're buying, let the seller fire you anytime, and hand them every card so they can't lose. He pushes the other side to name a price first so he never negotiates against himself, and he'll pay full price when the seller finances it. Then Kison raises a competitor he wants to buy that won't share financials. Jerry works it live: skip the financials and ask how many clients, set your threshold, size what the company could become, and offer 6 against an expected 5 to 10. In corporate M&A, Kison notes, earning a seller's trust can take a year, which means tracking targets long before they're ready to sell. Qualfon reviews 75–100 targets a year and runs that pipeline in DealRoom with real-time reporting: read more here.

"At the closing table, I left with a check of $10 million." Jerry Cedicci bought a run-down Chicago hotel for $14 million and sold it for $24 million within a year. Jerry grew up in a French orphanage and arrived in the US in 1981 barely speaking English. Kison Patel hunted properties with Jerry about 20 years ago and learned much of his dealmaking from him. When a bank rejected Jerry's loan, he asked exactly why and got $3 million from the next bank. A landlord warned that the average bakery does $450 a day. Jerry's first did $1,500 on day one, and he wrote a $10 million option to buy the building into the lease, exercising it 10 years later. Skipping that option on his Michigan Avenue store was, he says, the biggest mistake of his life. Jerry's costliest mistake was an opportunity he saw and never locked in. Corp dev teams lose targets the same way when the pipeline lives in scattered spreadsheets. Jamf moved its deal tracking into DealRoom and cut deal time in half. Learn more about Jamf's case study here.