My Guest

This week I was thrilled to welcome Raam Jani to the podcast, who is one of the most experienced lawyers in the Search Fund ecosystem, and within the small business M&A ecosystem more broadly. Raam is currently a partner at Baker Hostetler, where he works on a variety of mandates, advising private equity firms, independent sponsors, search funds, and CEOs on both the buyside and the sellside. In our discussion today, we cover:
Mechanics: When one should begin the legal diligence process, how to avoid overwhelming sellers with too many information requests, and how he deals with situations in which his legal counterpart is less experienced in matters of M&A.
Frequent Stumbling Blocks Within the M&A process: How to evaluate the true extent of the key person risk that resides within any given seller, what areas of the purchase agreement tend to be most contentious, and why he advocates for rep & warranty insurance
General Market Observations: Including whether he thinks the lower middle market is as inefficient as it was 5-10 years ago.
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How to Avoid Common Stumbling Blocks in an M&A Process: With Raam Jani – In The Trenches
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Specific Questions and When They’re Asked
- [3:17] Ram Jani’s Professional Journey
- [9:29] When to start and how to manage the legal diligence process
- [19:05] Managing Information Requests, and limiting the risk of overwhelming sellers with too many of them
- [21:34] How Raam deals with situations in which his legal counterpart is less experienced in matters of M&A
- [33:01] Sections of the Purchase Agreement that tend to be most Contentious or time consuming
- [44:54] The benefits of Rep and Warranty Insurance
- [56:42] The frequency and source of Post-Close legal Disputes
- [56:54] Managing the notoriously tricky Working Capital Adjustment
- [58:44] Understanding Working Capital in M&A Deals
- [1:08:46] Addressing Seller Misunderstandings specific to working capital
- [1:09:02] Evaluating the true extent of the Key Person Risk in any given deal
- [1:12:09] Competition from Private Equity Firms: Are they actually coming down market?
- [1:17:19] Efficiency of the Micro Cap Market: Is it still as inefficient as it was 5-10 years ago?
- [1:22:33] Raam’s Reflections on his Professional Growth
- [1:24:44] The Importance of Appreciation
Download a Written Transcript of Our Conversation
Access a text-based version of our discussion to highlight, copy or take notes by clicking on the button below
This episode is brought to you by Oberle Risk Strategies, the leading insurance brokerage and insurance diligence provider for the search fund community. The company is led by August Felker (himself a 2-time successful searcher), and has been trusted by search investors, lenders, searchers and CEOs for over a decade now. Their due diligence offering (which is 100% free of charge) will assess the pros and cons of your target company’s insurance program, including any potential coverage gaps, the pro-forma insurance pricing, and the program structure changes needed for closing. At or shortly after closing, they then execute on all of those findings on your behalf. Oberle has serviced over 900 customers across a decade of operation, including countless searchers and CEOs within the ETA community.
This episode is brought to you by Boulay, the industry standard for Quality of Earnings reports, tax, and small business audit services. Over the past 20 years, Boulay has worked directly with hundreds of search funds from capital raise to exit, currently assisting over 150 funds in the search phase, another 125 in the operating phase. They work with Searchers across the entirety of the ETA journey: They perform financial due diligence and create QofE reports that your investors can rely on, they provide a full suite of tax services both for your search fund and for the acquired company, they perform the annual audits required by most debt and equity investors, and also perform outsourced accounting services, acting as a fractional bookkeeper and controller for those companies whose needs might not necessitate full-time in-house resources.
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