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.
Popular Podcasts
Amy Robach & T.J. Holmes present: Aubrey O’Day, Covering the Diddy Trial
Introducing… Aubrey O’Day Diddy’s former protege, television personality, platinum selling music artist, Danity Kane alum Aubrey O’Day joins veteran journalists Amy Robach and TJ Holmes to provide a unique perspective on the trial that has captivated the attention of the nation. Join them throughout the trial as they discuss, debate, and dissect every detail, every aspect of the proceedings. Aubrey will offer her opinions and expertise, as only she is qualified to do given her first-hand knowledge. From her days on Making the Band, as she emerged as the breakout star, the truth of the situation would be the opposite of the glitz and glamour. Listen throughout every minute of the trial, for this exclusive coverage. Amy Robach and TJ Holmes present Aubrey O’Day, Covering the Diddy Trial, an iHeartRadio podcast.
Betrayal: Season 4
Karoline Borega married a man of honor – a respected Colorado Springs Police officer. She knew there would be sacrifices to accommodate her husband’s career. But she had no idea that he was using his badge to fool everyone. This season, we expose a man who swore two sacred oaths—one to his badge, one to his bride—and broke them both. We follow Karoline as she questions everything she thought she knew about her partner of over 20 years. And make sure to check out Seasons 1-3 of Betrayal, along with Betrayal Weekly Season 1.
Crime Junkie
Does hearing about a true crime case always leave you scouring the internet for the truth behind the story? Dive into your next mystery with Crime Junkie. Every Monday, join your host Ashley Flowers as she unravels all the details of infamous and underreported true crime cases with her best friend Brit Prawat. From cold cases to missing persons and heroes in our community who seek justice, Crime Junkie is your destination for theories and stories you won’t hear anywhere else. Whether you're a seasoned true crime enthusiast or new to the genre, you'll find yourself on the edge of your seat awaiting a new episode every Monday. If you can never get enough true crime... Congratulations, you’ve found your people. Follow to join a community of Crime Junkies! Crime Junkie is presented by audiochuck Media Company.