ILNews

Changing times change mergers and acquisitions practice

Back to TopCommentsE-mailPrintBookmark and Share

In the manufacturing hub of Elkhart, attorney Mike Pianowski has noticed the mergers and acquisitions market rebounding.

His firm, Sanders Pianowski LLP, closed four deals at the end of 2012, another at the beginning of this year, and has six negotiations ongoing currently. Of the seven partners at the firm, five often work on mergers and acquisitions along with several associates.

This is work that has come knocking on his door. Even while his firm stands in the northern Indiana market that includes larger, national law offices, Sanders Pianowski does not advertise for business.

“We don’t really compete,” he said. “Everybody’s busy.”

birge Birge

Pianowski is not the only one seeing an uptick in the market.

The M&A community has observed the same thing, said James Birge, partner at Faegre Baker Daniels LLP in Indianapolis. This segment of the economy is robust, and lawyers helping with the sale of businesses have a lot more work.

Birge talked about the mergers and acquisitions segment of the economy at the Faegre Baker Daniels’ 2013 M&A Conference held June 4 in Indianapolis. The seminar included panel discussions on such topics as the current trends in the market, how to prepare a company for sale and carve outs.

A total of 227 attended the M&A conference that is believed to be the first of its kind in Indiana. Lawyers, investment bankers, private equity specialists and accountants from across the state came to the event. Panelists traveled from other Midwestern locations such as Chicago, Milwaukee and Minneapolis.

Birge began organizing the conference last year. The local M&A community has long been talking about the need for Indiana to have a gathering similar to the ones held in other parts of the country. Birge, who concentrates his practice on corporate transactions and economic incentive programs, decided to take on the task.

More than just a time to learn about trends and challenges in the marketplace, Birge said the conference offered an opportunity to network, bringing potential buyers together with interested sellers.

While the M&A market is recovering, it remains well short of its peak in 2007. Buyers and sellers are a little hesitant to take on additional risk, said Kyle Hupfer, an attorney in the M&A practice group at Frost Brown Todd LLC in Indianapolis. More significant, banks are keeping tight reins on financing.

When confidence returns, deals will likely increase, he said. An uptick could be fueled by the piles of cash corporations are sitting on as well as some possible pent-up demand.

An indication of this hesitancy may be the rise of earnouts, a type of agreement where the purchase price is contingent on the future financial performance of the business. Jeff Brown, partner at Faegre, moderated the panel discussion on this topic.

According to Brown, an estimated 16 percent of the mergers and acquisitions deals in 2008 had earnout provisions. That grew to 26 percent in 2011, and he anticipates the percentage will be higher in 2012.

This method of buying a business is also evidence of what Pianowski sees as the growing sophistication in the market.

He remembers a time when buyers and sellers of businesses trusted their gut feelings. Deals were done by a handshake with the financials scrawled on a paper napkin or the back of the bill for lunch.

brown Brown

Today, while investors may still rely on their intuition, they verify. The buying and selling of businesses is much more complicated. Worries arise over potential environmental contamination, warranty claims, employment issues, multi-state operations and cross-border shipping as well as intellectual property.

Another indication of the increasing complexity in mergers and acquisitions is the number of international transactions. Indianapolis is just one example of an American city that has fostered and strengthened its global ties.

This has changed how lawyers practice, Brown said. In previous days, attorneys who did international mergers and acquisitions were filling something of a niche. Now, all attorneys in this practice area do global deals.

Although the sophistication along with the rebounding economy does create more work for attorneys, Pianowski said the end goal remains the same.

“We want our buyers and sellers, once the deal is done, to be able to sleep at night,” he said. “We don’t want any surprises.”

Increases in mergers and acquisition deals spur jobs and growth. They also provide direct benefit to the M&A community that includes the lawyers who help put the deals together.

In the short term, Hupfer said this means more work for lawyers. However, it’s uncertain if in the long term this additional work would lead law firms to hire more attorneys.•

ADVERTISEMENT

Post a comment to this story

COMMENTS POLICY
We reserve the right to remove any post that we feel is obscene, profane, vulgar, racist, sexually explicit, abusive, or hateful.
 
You are legally responsible for what you post and your anonymity is not guaranteed.
 
Posts that insult, defame, threaten, harass or abuse other readers or people mentioned in Indiana Lawyer editorial content are also subject to removal. Please respect the privacy of individuals and refrain from posting personal information.
 
No solicitations, spamming or advertisements are allowed. Readers may post links to other informational websites that are relevant to the topic at hand, but please do not link to objectionable material.
 
We may remove messages that are unrelated to the topic, encourage illegal activity, use all capital letters or are unreadable.
 

Messages that are flagged by readers as objectionable will be reviewed and may or may not be removed. Please do not flag a post simply because you disagree with it.

Sponsored by
ADVERTISEMENT
Subscribe to Indiana Lawyer
  1. Call it unauthorized law if you must, a regulatory wrong, but it was fraud and theft well beyond that, a seeming crime! "In three specific cases, the hearing officer found that Westerfield did little to no work for her clients but only issued a partial refund or no refund at all." That is theft by deception, folks. "In its decision to suspend Westerfield, the Supreme Court noted that she already had a long disciplinary history dating back to 1996 and had previously been suspended in 2004 and indefinitely suspended in 2005. She was reinstated in 2009 after finally giving the commission a response to the grievance for which she was suspended in 2004." WOW -- was the Indiana Supreme Court complicit in her fraud? Talk about being on notice of a real bad actor .... "Further, the justices noted that during her testimony, Westerfield was “disingenuous and evasive” about her relationship with Tope and attempted to distance herself from him. They also wrote that other aggravating factors existed in Westerfield’s case, such as her lack of remorse." WOW, and yet she only got 18 months on the bench, and if she shows up and cries for them in a year and a half, and pays money to JLAP for group therapy ... back in to ride roughshod over hapless clients (or are they "marks") once again! Aint Hoosier lawyering a great money making adventure!!! Just live for the bucks, even if filthy lucre, and come out a-ok. ME on the other hand??? Lifetime banishment for blowing the whistle on unconstitutional governance. Yes, had I ripped off clients or had ANY disciplinary history for doing that I would have fared better, most likely, as that it would have revealed me motivated by Mammon and not Faith. Check it out if you doubt my reading of this, compare and contrast the above 18 months with my lifetime banishment from court, see appendix for Bar Examiners report which the ISC adopted without substantive review: https://www.scribd.com/doc/299040839/2016Petitionforcert-to-SCOTUS

  2. Wow, over a quarter million dollars? That is a a lot of commissary money! Over what time frame? Years I would guess. Anyone ever try to blow the whistle? Probably not, since most Hoosiers who take notice of such things realize that Hoosier whistleblowers are almost always pilloried. If someone did blow the whistle, they were likely fired. The persecution of whistleblowers is a sure sign of far too much government corruption. Details of my own personal experience at the top of Hoosier governance available upon request ... maybe a "fake news" media outlet will have the courage to tell the stories of Hoosier whistleblowers that the "real" Hoosier media (cough) will not deign to touch. (They are part of the problem.)

  3. So if I am reading it right, only if and when African American college students agree to receive checks labeling them as "Negroes" do they receive aid from the UNCF or the Quaker's Educational Fund? In other words, to borrow from the Indiana Appellate Court, "the [nonprofit] supposed to be [their] advocate, refers to [students] in a racially offensive manner. While there is no evidence that [the nonprofits] intended harm to [African American students], the harm was nonetheless inflicted. [Black students are] presented to [academia and future employers] in a racially offensive manner. For these reasons, [such] performance [is] deficient and also prejudice[ial]." Maybe even DEPLORABLE???

  4. I'm the poor soul who spent over 10 years in prison with many many other prisoners trying to kill me for being charged with a sex offense THAT I DID NOT COMMIT i was in jail for a battery charge for helping a friend leave a boyfriend who beat her I've been saying for over 28 years that i did not and would never hurt a child like that mine or anybody's child but NOBODY wants to believe that i might not be guilty of this horrible crime or think that when i say that ALL the paperwork concerning my conviction has strangely DISAPPEARED or even when the long beach judge re-sentenced me over 14 months on a already filed plea bargain out of another districts court then had it filed under a fake name so i could not find while trying to fight my conviction on appeal in a nut shell people are ALWAYS quick to believe the worst about some one well I DID NOT HURT ANY CHILD EVER IN MY LIFE AND HAVE SAID THIS FOR ALMOST 30 YEARS please if anybody can me get some kind of justice it would be greatly appreciated respectfully written wrongly accused Brian Valenti

  5. A high ranking Indiana supreme Court operative caught red handed leading a group using the uber offensive N word! She must denounce or be denounced! (Or not since she is an insider ... rules do not apply to them). Evidence here: http://m.indianacompanies.us/friends-educational-fund-for-negroes.364110.company.v2#top_info

ADVERTISEMENT