What is the most important element of providing effective representation?
I believe the most important element in effectively representing a client is understanding their business, strategy and goals. Many times lawyers and other representatives try to solve their client’s problems before they fully understand them. It is crucial to spend the time early on in any representation talking and listening to a client so one can provide guidance and solutions that really address the client’s issues – whether it is in connection with forming a new business or selling a mature business.
You mentioned forming a new business, what issues typically arise?
There are a multitude of issues, from selecting the correct corporate structure, corporation or limited liability company, to developing equity incentive programs to attract the talent necessary to help and manage the company’s growth, and if intellectual property is involved, how best to protect and exploit such intellectually property. To provide effective advice on these matters, your attorney has to have a thorough understanding of the company’s planned business, strategy and goals, as well as the technical expertise and experience.
In connection with a M&A transaction, I assume there are numerous issues that have to be considered and addressed?
Yes, absolutely. And before your attorney can effectively address these issues, they have to understand the motivation behind the transaction and your goals in pursuing the transaction. Is it a strategic combination or a complete sale of the business? Are you retiring or is it a step along a growth path? Is an earn-out or schmuck insurance appropriate, and if so, what is the appropriate structure. There are more issues than can be covered in this forum, but a key to your attorney properly addressing all of them is understanding your business and goals. Hiring an experienced M&A attorney is only half the equation.
Scott Galer is a partner at Stubbs Alderton & Markiles, LLP and co-chairs the firm's Mergers and Acquisitions Practice Group. Scott's practice focuses on counseling private and public middle-market and emerging growth companies in areas of mergers and acquisitions, corporate and securities law and other strategic business arrangements.
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