Ronnie Shamir
Event Recap


Steve Sahara
Stout Risius Ross

Growth through mergers and acquisitions remains a key growth strategy given slow single digit growth in GDP and other headwinds to organic growth and/or perceived risks of new product/new market development. This growth motivation, coupled with ample sources of low cost debt capital, have led to very high transaction multiples and deals that some say are “priced to perfection." Sellers and intermediaries that represent them are driven to reduce execution risk, seek certainty of close, and minimize time in market through a well-orchestrated auction process. Many academics and consultants warn that as much as 50% to 80% of M&A transactions fail to add shareholder value, and media headlines have covered numerous high profile multi-billion dollar mergers that have failed to deliver the intended shareholder benefits, often due to factors that due diligence is designed to uncover.

Commonly cited high risk areas for transaction due diligence include: Intellectual Property, R&D, competitive analysis, accounting policy (historical and forecast results, revenue recognition, working capital), integration issues versus assumed synergies and other key business value drivers.

Interestingly, some of the most frequent items that are said to be disputed (or submitted as claims against reps and warranties insurance) include: taxes, financial statement presentation, legal & regulatory compliance, undisclosed liabilities, IP, customer contracts, and employee related issues.

Transactions with an international / cross-border component may increase risks geometrically (regulations, laws, customs) and at the most basic level foreign currency exposure in cost and/or revenue line items should be considered.

So the risks surrounding proper selection, execution, and integration of M&A targets are clear and may be equally or more challenging to address in middle market companies where, despite smaller size and often lower business complexity, there may be offsetting risks because of fewer professional resources and perhaps less developed reporting systems.

Participants commented on the increased use of sell side due diligence by PE firms to speed the process, increase perceived certainty of close, and reduce “re-trade” potential when portfolio companies are being sold.

The roundtable was moderated by Steve Sahara, SRR, hosted by Bryan Cave and sponsored by NFP, Victory Park Capital, and Baker Tilly.

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Lou Sokolovskiy
Founder & CEO
Opus Connect


Meet Dave and Bob. Dave went to Harvard Law, graduated in the top 10% of his class and served as a law review editor. Bob went to Yale Law, graduated in the top 10% of his class and served as a law review editor. Both went on to work at AmLaw 100 firms. Fast-forward 7 years: Dave makes partner before any of the other associates on the partner track while Bob remains an associate for several more years. Fast-forward another 7 years: both are now partners, but Dave makes 5 times as much as Bob because Dave is the designated Rainmaker at his firm while Bob is a “service partner.”

What accounts for this gap? Both lawyers appeared equal at the start line and both had the same opportunities ahead of them. So how did Dave make partner after just 7 years at his firm, and why did he earn so much more than Bob even after Bob also made partner?

Business development.
“Business development” is a loaded term in today’s day and age, and can mean different things depending on who you ask. To me, as a business development professional with over 10 years of experience helping executives create exclusive professional networks, business development is more than just selling yourself or a product to potential customers. It is (i) the creation of long-term value for an organization, individual or brand (ii) by establishing and maintaining mutually beneficial relationships with other people (peers, clients, suppliers, etc.), (iii) used in conjunction with other marketing techniques. Some people are naturally good at business development while others are not. People with inherent business development acumens always have room for improvement. But like many skills, even those who are not innately blessed with this talent can learn this valuable skill set by implementing techniques to help them maximize their potential, giving them the highest possible chance of success.

When people seek my advice on how to expand their network and improve their business development techniques, the first and most important thing I always tell them is that they need to view themselves as a Business of One, or Bof1. You need to perceive yourself not just as an individual person with a job, hobby or certain type of personality, but as an actual business entity. And like any other business, you can take certain actions to strategically plan and organize in order to optimize your profitability, brand recognition and other potential advantages.

Let’s visit Dave and Bob again. Both seemed to have started out in equal positions with equal opportunities. How did Dave break away from the pack and end up as a Rainmaker, while Bob simply became a service partner? The answer is that Dave became a Bof1: For example, Dave spent time, money and effort developing his network throughout his career – even before graduating from law school. He joined boards, attended industry events, kept in touch with former classmates and sent them periodic updates of his professional successes. Dave helped colleagues and friends succeed in their own businesses by matching them with other contacts in order to create mutually beneficial relationships. Eventually, Dave’s networking paid off and he started to develop his own book of business, adding monetary value to the firm. Bob, on the other hand, came to work every day, sat in his office and did his work, billed more hours than Dave but then went home afterwards instead of networking at industry events, catching up with former classmates or becoming involved in local organizations. Bob did a very good job as a lawyer, but never managed to bring in any clients of his own. There is nothing wrong with being like Bob; he’s smart, diligent and hardworking and makes a decent living. But, if you want to reach for the stars and be a Rainmaker, you need to start acting like Dave and become a Bof1.

Aside from getting promoted faster or making a higher salary, a good sign that someone is correctly employing the Bof1 concept is how versatile s/he is, i.e., does s/he have applicability and relevance in other roles or professions. For instance, a lawyer who has a great network could easily move into a career as a legal recruiter; or an investment banker at a large institutional firm could go on to start his/her own private equity firm.

While he may not be the most popular person, a great real-life example of this is Donald Trump. Trump certainly isn’t the wealthiest man in America, nor is he the smartest or most talented—nor does he have the best hair. While he initially made his money in real estate, the name “Trump” is now recognized nationwide. Trump made himself into more than just a guy who does real estate—he became a personality, a brand, an entity – a Bof1. For instance, after gaining a reputation for being a successful, tough and hard-headed business man (the kind of thing that makes for good TV), he went on to host the successful prime-time television show, The Apprentice, for 14 seasons. He has also licensed the name “Trump” to dozens of businesses, (ex: Trump Financial, a mortgage firm) and receives millions of dollars in compensation for speaking engagements. In 2011, Forbes' financial experts estimated the value of the Trump brand at $200 million. (Trump claims that his brand is worth about $3 billion.) Being a Bof1 clearly pays off.

Now that we can appreciate the value of being a Bof1 and how it can help you maximize your success, the next question is how do you become a Bof1? What specific techniques can you use to implement this concept and continuously enhance your Bof1?

When I advise people on becoming a Bof1, the first step is always to create a personal business plan. A solid Bof1 Plan includes the following key components:
(1) A Personal Mission Statement: draft a written mission statement for yourself, including your personal goals.
(2) A description of your Personal Brand: showcase your unique expertise in something that is relevant to your audience.
(3) A SWOT Analysis: Make a list of your strengths, weaknesses, opportunities and threats. This list will help you focus on where you should direct your efforts to come up with specific action items.
(4) Action Items: Come up with specific action items (short and long-term goals for yourself) based on your SWOT analysis.
(5) Set a Time Budget: Break your Bof1 Plan into bite-sized weekly and monthly deliverables and goals.
(6) Track your Goals/Create Accountability: Establish and maintain a system for tracking your accomplishments so that you can assess your performance relative to your Bof1 Plan. Utilize peers in order to create accountability for accomplishing your goals.

Together, these tools can help each of us maximize our business development potential and become a Bof1. These techniques will be further elaborated upon in future articles, as well as concrete ways in which to establish and maintain meaningful relationships with quality contacts and the types of marketing techniques a Bof1 can employ.

Stay tuned!

About the author: Lou Sokolovskiy is the founder of Opus Connect, an exclusive members-only professional networking organization for senior executives in fields such as private equity, banking, finance, real estate, law and accounting. He is also the managing partner of Genero Capital Partners, a private equity firm. Lou has over 10 years of experience in transaction origination and execution, managing operations, initiating strategic partnerships, and new business development in a variety of industries, including healthcare management, finance, and technology. He holds a B.S. degree cum laude in Business Administration from University of Southern California and MBA from UCLA, Anderson School of Management.

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