Mega-mergers might receive widespread and mainstream attention, but seven- and eight-figure transactions are driving much of the business and commercial activity today. In each deal, individuals’ wealth, legacy and the future of the organization and brand are on the line. Identifying the finer details of even the most well-drafted M&A agreement is essential.
Tiffany & Bosco, P.A. Shareholders Jim O’Sullivan and May Lu co-chair the firm’s M&A/Business Solutions Practice Group and have represented clients in nearly every business sector in various scenarios—from advising on business sales or purchases to resolving disputes among family business owners and other stakeholders.
Both are recognized in the 2023 edition of The Best Lawyers in America®, Lu for Corporate Law and O’Sullivan in Closely Held Companies and Family Business Law. O’Sullivan was also named a Best Lawyers “Lawyer of the Year” for Closely Held Companies and Family Businesses Law in Phoenix for 2022. Thanks also to their strong presence in the American Bar Association, the duo is widely regarded in the U.S. as leaders in M&A and business transactions. Best Lawyers recently sat down with O’Sullivan and Lu to discuss trends in M&A and how collaboration across professions can strengthen the practice area.
What inspires your mergers and acquisitions practice?
As business lawyers, it is a unique honor to be involved in such an impactful chapter in the lifecycle of a business or the owner’s career. There are many moving pieces requiring not only considerable substantive knowledge but also some mastery of resources and logistics, including collaborating with allied professionals such as accountants and financial advisors.
What are some of those logistics?
Having the clients understand the value of contemporaneous task processes rather than spending too much time consecutively addressing various milestones in the transaction. We avoid inundating the clients with too many people or options because it can easily become overwhelming. A transaction is like a symphony, and our philosophy is that the lead lawyers in the transaction should jointly act like a conductor. Under the guidance of a conductor, the sounds hit the ear as music, and that’s what we aspire to—creating a harmonious course of events for the client, with a few solos laced throughout.
How do you begin advising clients in a transaction?
We recommend that the client conduct due diligence on the other party to the transaction, and we often provide referrals and resources to assist the client during that process. You need to know a lot about the company and the people coming to the table before signing the letter of intent. Knowing if the buyer has done multiple transactions (and if so, the buyer’s track record with their sellers in prior deals) or if this is the first transaction helps better ensure that specific goals and objectives are met. For example, just because a favorable initial offer kicks off the dialogue does not guarantee that the buyer has the best of intentions for the company, its owners, employees, customers, brand or product.
Sounds like you want clients to think strategically.
Clients hire us because of our substantive knowledge and experience, but as much as anything, they also hire us for our ability to anticipate. And that does come with experience focused on the M&A practice area and keeping updated with recent trends. And anticipation is perhaps the least discussed and most important trait you can have to handle major projects and transactions.
One would think anticipation would be top-of-mind. Why isn’t it a priority for most clients?
People just don't even really think about it in that context because they are so focused on responding to the onslaught of direct requests for information or actions.
We help set our clients’ expectations so everyone can plan ahead to avoid logistical issues. The average transaction takes about 90 days, but it can sometimes extend to 120 days or beyond. And we’ve seen how people’s health can quickly change (with or without deal fatigue), or maybe they planned a once-in-a-lifetime trip expecting the deal to be in the rearview by that time. Technology certainly has its benefits, and even though a buyer or seller might be accessible through videoconference, one party might not accept an e-signature and want a notarized, pen-written signature on certain documents.
Using that comparison to being a conductor, we make sure the song—or opus—is played correctly and reaches its proper finale.
Obviously new clients find you through your clientele. Who else refers new clients?
Usually, we see these transactions come through our allied professionals, whether it be their financial advisors, their CPAs or other lawyers. They tend to trust and talk to people who make and save them money first, as opposed to the alternative. Thankfully, these professionals think of us because we have a reputation for being collaborative and for getting worthy deals done.
Jim was named Best Lawyers 2022 “Lawyer of the Year” for Closely Held Companies and Family Businesses Law in Phoenix. How does your practice approach a transaction when a family-owned business is involved?
A client’s legacy is often at stake because this is either a new or possibly final chapter for a family business that could have lasted generations—or will last that long. There may also be some disputes to resolve among the family members that we can help settle. There are tangible and intangible values associated in these situations.
We also collaborate with a group of really strong estate planning lawyers. Because these are often owner-operated businesses, our colleagues handle the estate planning for the business owners, and we handle the estate planning for their businesses. A sale transaction creates significant liquidity events, and those clients need help managing those funds after closing.
You lead Tiffany & Bosco’s M&A practice from Arizona, where construction, manufacturing and technology are historically resilient and emerging sectors are poised for growth. How would you characterize many of your clients on a personal level?
Many of our clients operate closely held businesses originally formed with little more than a small loan from family and friends, dogged perseverance and skill. Many maintain a bootstrapper mentality, and they often come to us needing a pragmatic strategy to help them achieve their goals.
These are often seven- and eight-figure transactions that can change their lives forever, and we realize the gravity of these situations. To be entrusted with their life’s work is an honor. We’re always mindful of this significance, and it continually motivates our practice.
Contact Jim O’Sullivan 602.255.6017 or May Lu 602.255.6032 today or find them online.
