An Overview of the Legal Side of Selling Your Company

About the Episode

Listen in as we gain insights into private and public M&A law from one of the country’s top M&A attorneys, JR Lanis. JR is a hands-on attorney, and he shares his wealth of experience as we discuss raising capital, IPOs, fintech, what to look for in an M&A attorney, and much more. JR has extensive experience in a variety of industries that include technology—with a specific depth of experience in fintech—as well as hospitality, consumer products, and life sciences. Join us to take a deep dive into the world of M&A law.

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In this Episode

3:40 How do you define the middle market?
5:35 What are the main differences between public and private M&A?
6:45 How do you define materiality when reporting an acquisition on an 8-K?
8:00 What are the most common corporate law issues faced by mid-market companies?
9:30 What are the most common sources of capital in the middle market?
10:45 Is an ESOP an exit of the last resort?
11:40 How important is the cost of capital for middle-market companies?
13:20 How should companies decide between debt vs. equity as a source of capital?
14:40 What are appropriate uses of capital? Should you raise capital if you can fund capital from internal growth?
16:20 What are the most common reasons companies can’t fund growth from internal cash flow?
19:25 Is selling a minority interest an exit?
21:00 Is an IPO an exit?
23:30 What’s the current state of the IPO markets?
26:10 What are the different components of the capital markets?
27:20 How does the cost of debt (interest rates) affect the capital markets?
28:30 P/E vs. EBITDA multiples
29:00 What is the public market premium?
32:15 How much of a CEO’s time is consumed by complying with the requirements of being a public company?
33:40 Does it make sense to do a trial run as a pseudo-public company before doing an IPO?
35:10 What alternatives are there to an IPO?
36:35 What are the major differences between private and public companies?
39:35 Does running your private company like a public company give you better access to sources of capital?
44:30 What is Big Law?
45:20 What is rate pressure?
48:15 How do you select an M&A attorney?
51:40 Flat fee vs. hourly fees
55:15 What’s the current state of the fintech and crypto markets?
57:00 What’s the state of the fintech M&A markets?
1:00:30 What trends are happening in fintech and crypto?

Learn More

The difference between valuing public and private businesses

Resources Mentioned

Pepperdine Private Capital Markets Report

Meet Our Guest

JR Lanis

JR Lanis

Vice Chair, Securities & Corporate Finance Practice at Polsinelli

JR Lanis chairs the West Coast Corporate & Securities Practice Area and is an experienced securities and M&A attorney, committed to serving clients and to meeting their sophisticated legal needs. He serves as issuer and underwriter counsel to numerous public companies and investment banks and has experience in public company listing and reporting for OTC, NASDAQ, and NYSE-listed entities. JR has led or been primarily responsible for billions of dollars in transactional value, including public stock and debt offerings, private stock and debt offerings for public companies, rights offerings, tender offers, spin offs, going private transactions, and ‘34 Act reporting.

JR structures, negotiates, and closes multi million and billion-dollar acquisitions, sales, mergers, and licensing deals, with a particular emphasis on large M&A transactions for exchange-listed companies and private equity funds. These transactions are often complex, multi-jurisdictional matters involving large teams of Polsinelli attorneys.

JR works in a diverse array of industries including technology (with a specialty in fintech), hospitality, and life sciences. JR has been consistently recognized by his peers and the media for his expertise. He has been featured among the top attorneys under 40 by the Daily Journal (2018) and as an Emerging Leader and Deal of the Year Finalist by M&A Advisor (2016). He is frequently quoted and interviewed by national news outlets including The Wall Street Journal, Bloomberg, CNBC, and Law360.

Location Location: Los Angeles, California

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