M&A Science

• How Private Equity Firms Structure M&A Deals with Jon Dhanawade

  Jon Dhanawade, Private Equity M&A Partner at Mayer Brown    In this episode of M&A Science, Kison Patel sits down with Jon Dhanawade to unpack how private equity firms structure M&A deals—what works, what doesn’t, and how to manage risk every step of the way. Jon brings legal insight from both sides of the table, sharing practical strategies for aligning deal terms with investment objectives, mitigating downside risk, and building strong seller relationships. Whether you’re a corporate buyer or a fund-backed operator, this episode will help sharpen your deal judgment and show you what it takes to get complex deals over the finish line. 💡What You’ll Learn 🔹 How PE firms use rollover equity, seller notes, and earnouts to align incentives 🔹 Legal red flags to watch for in M&A diligence (and how to catch them early) 🔹 How to negotiate LOIs without boxing yourself in 🔹 Common structuring mistakes and how top deal lawyers avoid them _______________ 💡Try FirmRoom for Free This episode is sponsored by FirmRoom.  The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.   Get started with your free trial today at firmroom.com! _______________ Episode Chapters [00:01:00] Intro to Jon’s role at Mayer Brown and teaching at Northwestern [00:03:00] The evolution of PE deal types and market uncertainty [00:05:00] How Jon prepares students to be effective transactional lawyers [00:06:30] Strategic vs. PE buyers: What’s different for lawyers [00:09:00] Rise of private credit and bespoke capital structures [00:12:00] How PE firms approach platform vs. add-on acquisitions [00:16:00] Portfolio enhancement strategies during slow markets [00:17:00] Comparing seller notes, earnouts, and rollover equity [00:29:00] Structuring LOIs to preserve flexibility and manage risk [00:41:00] Designing earnouts tied to transition or integration milestones [00:52:00] Legal red flags in diligence: contracts, consents, liabilities [00:57:00] Biggest deal mistakes and how to avoid them Questions, comments, concerns, compliments? Follow Kison Patel and M&A Science on LinkedIn to connect and stay up to date with the podcast.   

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• Lessons from 90+ Deals: Questex CEO, Paul Miller on Cultural Fit, Value Creation & Post-Close Audits

  Paul Miller, CEO of Questex Paul Miller joins us to share his extensive experience in M&A, having led more than 90 acquisitions throughout his career. Paul reveals how Questex uses a proactive, buyer-led approach focused on culture, strategic alignment, and integration discipline. The conversation dives into the importance of early relationship-building with potential targets, auditing post-close success, and developing internal M&A capability—even when the team has no prior deal experience. Paul also shares candid advice on international deals, when to walk away, and how to avoid the common trap of "deal fever." 💡Things you will learn: Why cultural fit and people issues often make or break a deal How to proactively source and warm up acquisition targets What to include in your M&A integration playbook and audit process When and why to walk away from a deal—even post-LOI   Turn Your Chaos into Control:Tired of chasing updates across spreadsheets and email threads? Discover how DealRoom helps corporate development teams bring order to M&A. 👉 Learn how you can run a repeatable, buyer-led process. 💡 Episode Chapters Intro and Guest Background – 00:00:00 Biggest Lessons Learned from 90+ Acquisitions – 00:03:00 Proactive Buyer Outreach and Building Relationships Early – 00:04:00 Assessing Culture and People Fit in Target Companies – 00:13:00 How to Approach Founder-Led vs. Institutional Sellers – 00:10:30 Retaining or Replacing the CEO Post-Close – 00:17:00 Customer Diligence and Walking Away Post-LOI – 00:19:30 Developing a Structured, Data-Driven Deal Process – 00:25:00 Integration Playbook and Post-Close Audits – 00:31:00 Empowering the Full Exec Team to Source Deals – 00:37:30 The Importance of Learning by Doing in M&A – 00:32:30 Hardest Deal: Cultural Surprises in a China Acquisition – 00:42:00 Questions, comments, concerns? Follow Kison Patel for behind-the-scenes insights on modern M&A.

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• How ZRG’s CEO Built a 17-Deal M&A Engine with Larry Hartmann

  Larry Hartmann, CEO of ZRG Partners Larry Hartman, CEO of ZRG Partners dives into aligning strategic M&A with scalable growth. Larry shares how he transformed ZRG into one of the fastest-growing executive search and talent advisory firms through 17 acquisitions in just four years. They break down how to compete with strategic buyers, incentivize founders post-close, maintain deal momentum, and choose the right private equity partner to fuel long-term value. Things You Will Learn How to compete with strategics and win deals through culture and upside Structuring founder incentives: equity, earnouts, employment, and non-competes Why proprietary deal flow beats auction processes—and how to build it The role of private equity in accelerating M&A strategy and funding ________ Try FirmRoom for Free This episode is sponsored by FirmRoom.  The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals. Get started with your free trial today! ________ Episode Chapters: [00:01:00] – Larry’s entrepreneurial background and ZRG’s origin story [00:03:30] – Lessons from being acquired by American Express [00:04:30] – Competing with strategics: The second bite of the apple and culture [00:07:00] – Keeping founders engaged post-close with rollover equity and vision [00:09:30] – When M&A became central to ZRG’s growth strategy [00:11:30] – Building the internal M&A team: CFO, corp dev, and beyond [00:14:00] – Structuring founder incentives and employment contracts [00:18:30] – Buyer-Led M&A in action: Vision planning and relationship-building [00:24:30] – Retaining and incentivizing key non-founder talent [00:30:30] – ZRG’s approach to integration: Do no harm, add value gradually [00:35:00] – Managing valuation gaps and founder expectations [00:43:30] – Finding the right PE partner and running a dual-track growth strategy

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• 4 Ways to Grow a Multi-Site Business While Protecting Core Values with Clare Roberts

  Clare Roberts OBE, Founder and CEO at Kids Planet In this episode of M&A Science, Clare Roberts shares her journey of founding Kids Planet and growing it into one of the UK’s largest childcare providers with 225 nurseries. She reveals how she balanced organic growth with strategic acquisitions while staying true to her company’s values. Clare discusses the importance of culture in M&A, managing seller relationships, and how to maintain operational quality during rapid expansion. If you’re scaling a business and want to do it without losing sight of what matters most, this is an episode for you. Things you will learn: How to maintain company culture during rapid M&A growth The benefits of blending organic growth with acquisitions How to build trust with sellers and integrate their teams smoothly Why proactive leadership and transparency are key to successful integrations Episode Chapters [00:01:00] Clare’s background and founding story of Kids Planet [00:09:30] Transitioning from private investment to private equity support [00:12:00] Lessons on choosing the right PE partner beyond capital [00:15:00] Sourcing deals and balancing culture fit in acquisitions [00:23:00] Typical deal structures: flexibility with freehold vs. leasehold [00:26:00] Buyer-led M&A: simplifying the process for sellers and prepping for integration [00:29:00] Integration strategy and the role of personalized support [00:32:00] Embedding and maintaining culture in newly acquired businesses [00:37:30] Common challenges post-acquisition and how to solve them [00:43:00] Exploring international expansion and lessons from growing in new markets [00:46:30] Clare’s advice for new roll-up strategies and maintaining operational quality [00:49:30] Craziest things seen in M&A and why lifestyle businesses pose risks  

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• Managing Risks and Liabilities in M&A with Tina Kassangana

  Tina Kassangana, Corporate & M&A Lawyer, Associate at Moritt Hock & Hamroff LLP Tina Kassangana joins usto explore how legal counsel manages risk throughout the M&A lifecycle. With firsthand insight from a practicing M&A attorney, this conversation dives into the real-world complexities of diligence, purchase agreement structuring, reps and warranties, and navigating disputes post-close. Whether you're a first-time buyer or a seasoned dealmaker, Tina offers sharp, practical guidance that demystifies the legal side of dealmaking. Things you will learn: The three main stages where legal risks arise in M&A—and how to mitigate them Why reps and warranties clauses and disclosure schedules are critical How to align buyer-seller expectations in earnouts and seller financing Legal strategies to prevent conflicts in multi-agreement deals Bookmarks Intro and Tina’s Background – [00:01:00] Early M&A Risk Identification – [00:05:00] Buy-Side LOI and Risk Management Roleplay – [00:06:30] Earnouts vs. Seller Financing and Structuring Strategy – [00:08:00] Escrow, Reps and Warranties Insurance Deep Dive – [00:11:00] Asset vs. Stock Deals and Contract Transfer Issues – [00:13:00] Post-Close Risk & Working Capital Disputes – [00:25:30] Disclosure Schedules and Rep Breaches – [00:28:30] Conflicting Terms in Multi-Agreement Deals – [00:35:00] Post-Close Litigation Triggers (Earnouts, Employment, Equity) – [00:38:00] Jurisdictional Conflicts and Governing Law – [00:39:00] How AI Is Changing Contract Analysis – [00:55:00]

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