Every executive knows what a high-stakes game M&A talks can become. But even before the formal negotiations start, a one-on-one conversation that plants the seed of a deal or a back-of-the-envelope sketch of the business case for it may present deal makers with conflicts of interest and strategic vulnerabilities. Who would get what value from a deal? Who would govern the new entity? What legal boundaries must prospective partners be careful not to cross? Moreover, deal makers also know that failing to close a transaction can turn today’s potential partner into tomorrow’s better-informed competitor.
Tension often grows as each company increases its investment in time and advisers. The longer negotiations go on, the more anxiety builds to complete the deal—if only to avoid the embarrassment of failing to deliver it. Transaction costs rise, constraining a company’s ability to capture synergies and in some cases even causing good opportunities to vanish.
To successfully navigate the complexities of even the earliest discussions about mergers, acquisitions, and joint ventures, some companies are borrowing an approach that merger specialists sometimes use much later in the process to expedite postmerger integration plans and business strategies: they appoint a clean team. In the preannouncement period, such a team can serve as a neutral and objective resource that supports the executives of the companies involved during the very earliest stages of their discussions. The team conducts analyses that neither party can complete by itself (or complete as accurately) to assess a potential deal. A clean team adds the greatest value in specific types of M&A transactions, such as mergers of equals, alliances and joint ventures in industries with close regulatory scrutiny, or deals involving more than two partners.
When the use of a preannouncement clean team is appropriate, one major benefit is its ability, through its unrestricted access to the confidential data of all parties, to give executives greater clarity about the potential value of consolidation long before the companies make formal commitments or disclose sensitive information to one another. A clean team often helps companies to negotiate their agreements more quickly as well, by setting aside the inevitable “win-lose” negotiation items—where one party benefits more than the other—until the very end and focusing instead on the “win-win” elements.