Jonathan Shaw

The Buyer’s Playbook: Getting M&A Right

1.       Most people think M&A is about signing day.It isn’t. The real work happens before and after, in the thinking, the preparation, the digging, the negotiation and what you actually inherit once the deal is done. If you focus only on closing, you’re missing where most ofthe value is created or lost.

 

2.       Due diligence is not a checklist exercise. It’s where expectations meet reality and where you start uncovering things nobody highlighted upfront. You don’t get paid for what’s visible, you get paid for what you find that others didn’t. If everything looks clean, you’re probably not looking deep enough.

 

3.       Structure is one of the most underestimated parts of a deal. Same company, same price, completely different outcome depending on how it’s done. Share deal, asset deal, SPV, merger… these are not legal technicalities, they define tax, risk, control and future flexibility.Get this wrong and the rest becomes harder.

 

4.       What you buy is not always what you get. In a share deal you inherit everything, including what you don’t see. In an asset deal you choose what comes in, but you still carry obligations that follow the business. There is no clean option, just different exposures that need to be understood early.

 

5.       Buying control on paper doesn’t mean you have control in reality. Permits, contracts, employees, regulators and minority interests all shape what you can actually do post-acquisition. The gap between what you think you bought and what you can run is where most issues sit.

 

6.       Closing a deal is not the finish line. It’s the point where you start finding out what you actually bought. Adjustments,integration, hidden issues and performance gaps all show up after. The real question is never whether you closed, but whether the deal holds up once you take over.