The Epicurean Dealmaker
First
of all, it is important to understand both what M&A bankers are
good at—where they bring true value—and what they are not good at.
M&A bankers are good at collecting, digesting, and sharing
competitive market intelligence; identifying and engaging good or likely
counterparties for actual or potential deals; negotiating purchase
price, structure, and other deal terms for the benefit of their clients;
and helping parties to an agreed deal withstand the vicissitudes of
fate, clashing egos, and unruly markets to bring a deal to the closing
finish line. They are connectors, networkers, traffickers in
information, and deal-doers. Fixers.
When the i-O police are strong Iv agents usually produce positive sum games.
What M&A bankers are not—notwithstanding
their propaganda and self-perception—is idea men (or women). It is
not their job to think big thoughts, to construct grand strategic
visions of their clients' and their clients' industries' futures, to be
thought leaders. That is their clients' job, the job of their
customer's CEO, Chairman, and/or Board of Directors (and sometimes the
management consultants these executives hire to do their thinking for
them). While M&A bankers often talk about bringing deal "ideas" to
their clients for discussion and action, what they really bring is opportunities.
Strategic visions are usually V-Bi where different and often competitive ideas are brought together into a synthesis.
This
is as it should be, for no M&A banker knows as much about a
company or its industry as that company's senior executives (unless the
latter are congenital idiots).
V management needs to know about the whole team's activities including some of the Iv actions, the Iv agent usually just needs to know their own specialty.
The CEO and his or her Board should
develop over time a well-reasoned view of the other companies in their
industry, their relative strengths and weaknesses, and their potential
fit as acquisitions, merger partners, or purchasers of their own
company. What a good M&A banker can bring to the discussion is a
well-judged view of the strategic visions, deal-making proclivities,
and potential competitive responses to possible transactions the
client's peers are likely to have.
They look for competitive advantages where often V management are looking to get along with other V companies like trees interlocking their canopies. Iv agents with too much power might cause trouble for V by making another company's agents competitive too, then the V teams might be brought into conflict.
In addition, the M&A banker can
provide an informed view on how the financial markets and company
shareholders would react to a particular deal or company strategy,
and—in the case of a particular deal—some sense of the probable
clearing value of a particular asset.
Iv agents usually handle the sale of V assets in the I-O market.
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