Ep. 56 — Keys to Successful Mergers and Acquisitions: Insights from Jeff Carr

Welcome to the "Show Me The Way" podcast with David Seitter

In this episode of "Show Me the Way," Dave and guest Jeff Carr, a renowned attorney and former general counsel with over 25 years' experience. Jeff delves into his extensive experience in mergers and acquisitions, sharing unique stories from complicated transactions in Brazil, Turkey, and more. Discover his insights on the importance of understanding cultural differences in negotiations, the complexities of legacy liabilities, and the significance of proper succession planning.

Ep. 56 — Keys to Successful Mergers and Acquisitions: Insights from Jeff Carr

Continuing the conversation from last episode, Dave prompted Jeff to share some of his most unusual experiences in the M&A sector. Jeff's storytelling was nothing short of fascinating—ranging from complex deals involving ESOP companies to negotiations in Turkey that were nothing like standard American or European practices.

One particularly intriguing anecdote involved a deal in Brazil where Jeff had to orchestrate the privatization of a public company under Brazilian law, a situation that had no legal precedent. These stories highlighted the unpredictable and often challenging nature of M&A, emphasizing the importance of adaptability and cultural understanding in global transactions.

Simplifying M&A Processes

When asked how he would improve the M&A experience, Jeff stressed the need for simplification. He emphasized that M&A documents are often unnecessarily complex, advocating for a move towards plain English and massive simplification to make the process more intuitive. Jeff also outlined an approach to M&A deals that involves rigorous planning, execution, and after-action reviews for continuous improvement.

The Importance of Succession Planning

Dave shifted the conversation to succession planning, a topic that Jeff admitted he has had his share of struggles with. Jeff discussed the loneliness that can come with executive roles and the critical nature of hiring people who either have the potential to succeed you or whom you can help grow into better roles. He emphasized the importance of clearly defining and maintaining cultural and behavioral standards within an organization, even if it means making tough decisions about team composition.

Legacy Liabilities in M&A

When it comes to legacy liabilities, Jeff takes a firm stance. He prefers asset deals over share deals to avoid inheriting unwanted liabilities. Jeff's approach is guided by a hardline rule—anything that arises post-definitive agreement or closing date should be the responsibility of the buyer. This method ensures that legacy liabilities do not become a cumbersome issue in future operations.

Top M&A Points to Remember

Towards the end of their discussion, Jeff shared his top points for both buy-side and sell-side M&A considerations:

Sell-Side:

1. Recognize that selling means you're exiting the business.
2. Do not retain liabilities post-sale.
3. Communicate transparently with employees about the sale.

Buy-Side:

1. Understand the true objective behind the purchase.
2. Focus on effective integration post-acquisition.
3. Be prepared to walk away if due diligence reveals red flags.

The Transition to Retirement

The conversation took a personal turn as Dave asked Jeff about his transition into retirement. Jeff shared his daily routine, which includes physical, mental, creative, social, and spiritual activities. He also talked about his passion for racing cars, a hobby that has helped him stay active and engaged post-retirement.

Jeff's reflections on the emotional and psychological challenges of retirement offered a poignant reminder that high-performance individuals often struggle with the loss of their former status and identity. Balancing new activities and maintaining a sense of purpose can be key to a fulfillin