How an M&A Attorney Can Help Sell Your Business

About the Episode

What can an M&A attorney bring to the table when selling a business? Jessica Fairchild, a corporate and M&A attorney for over 20 years, answers this question and many more. She discusses why it is so important to work with a lawyer who knows how the M&A process works, knows what your goals are, and understands the key issues of your business when they are negotiating for you. She highlights the need to prepare for a sale as early as possible and build a team of good advisors to help you throughout the sales process.

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In this Episode

2:49 What makes M&A law so complicated?
8:26 What is the most time-sensitive part of the M&A transaction?
11:29 Why should a buyer or seller work with an M&A lawyer?
15:15 How important is it to build a relationship with an attorney?
23:44 How often do buyers and sellers underestimate the difficulty of getting a deal done?
27:14 How do negotiations for the letter of intent (LOI) compare to negotiations for the purchase agreement?
30:05 Advice to sellers during the LOI negotiations.
34:52 What are the key components of exclusivity clauses? Do they have conditions attached?
38:16 Should the buyer always sign off on the completion of due diligence?
44:58 What sets the pace for a sale? Is there an actual timeline written in the LOI, or is it just established in expectations?
47:18 How often do negotiations for the non-disclosure agreement (NDA) occur?
50:47 What are some of the terms that can end up in an NDA?
53:41 What size escrows are typically seen in the middle market? What terms are involved?
56:37 What is the most challenging part of the negotiations, from the LOI to the closing?

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Acronyms or Terms Used in This Episode

  • LOI – letter of intent
  • NDA – non-disclosure agreement

Meet Our Guest

Jessica Fairchild

Jessica Fairchild

Partner at Croke Fairchild Duarte & Beres LLC

Jessica Fairchild is a lawyer, law firm leader, women’s advocate, and entrepreneur. She is currently a Co-Chair of the Management Committee and a partner at Croke Fairchild Duarte & Beres LLC, a law firm headquartered in Chicago with over 60 lawyers.

Jessica co-founded Croke Fairchild in 2019 after having worked in several other law firms which she founded and managed. Jessica’s principal legal focus for over 22 years has been on corporate law and mergers and acquisitions matters, where she counsels founders, private equity sponsors, family enterprises, and corporations.

From 2007 to 2009, Jessica served as General Counsel to Chicago 2016, the organization that led Chicago’s bid for the 2016 Olympic and Paralympic Games. Prior to that, she was a corporate attorney at Sidley Austin LLP in Chicago, where her work focused on M&A, corporate, and securities matters.

Jessica received her J.D. in 2000 from The University of Chicago Law School, where she graduated with high honors. She was recognized as one of Crain’s Chicago Business’ 2022 and 2021 Notable Gen X Leaders in Accounting, Consulting, and Law.

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