Understanding Mergers & Acquisitions with Attorney Nikki Lovell

Mergers and acquisitions are among the most significant transactions a business can make – and the process behind them is anything but simple. Whether a business is a one-time seller or an experienced buyer, understanding the legal foundations of M&A can make all the difference in achieving a successful outcome. In this episode of Mitchell Williams Insights, Attorney Nikki Lovell discusses the M&A process and how strategic legal counsel helps businesses structure deals that meet their goals and protect their interests.

Learn more about Attorney Nikki Lovell and the services offered by Mitchell Williams:

https://www.mitchellwilliamslaw.com/nicole-lovell

https://www.mitchellwilliamslaw.com/practices

Transcript

SPEAKER_01 0:01

Hello and welcome to Mitchell Williams Insights, where we discuss legal topics with Mitchell Williams attorneys who bring strategy and experience to the issues many corporate clients are facing. Mergers and acquisitions are complex high-stakes transactions that demand both precision and strategy. From the initial letter of intent to the final closing table, every stage presents unique challenges and opportunities that require experienced legal counsel to navigate successfully. Today we're talking with attorney Nikki Lovell on how the Mitchell Williams MA team guides businesses of all sizes through transactions, always prioritizing education, transparency, and efficiency. Thank you for taking the time to speak with us today, Nikki. We're so excited to have you here. Let's kick things off with an overview of what you do here at Mitchell Williams.

SPEAKER_00 0:51

I lead the mergers and acquisitions group here at Mitchell Williams. And what that really means is that we represent buyers and sellers of businesses.

SPEAKER_01 1:00

And tell us more about your clients. What kind of buyers and sellers are coming to you?

SPEAKER_00 1:05

We represent buyers that are large, sometimes publicly traded buyers that are always in acquisition mode. Their growth strategy includes buying business after business. And so we represent them on a routine basis and assist them with their acquisitions really often. We also represent buyers that are maybe not serial acquirers, but they have found an opportunity that makes sense for them and they want to grow their business by acquiring. And it may be their first acquisition, it may be their only acquisition in their corporate history. And so we will assist them with the parts of buying a business. And sellers. We represent sellers. Sometimes it is a business that somebody has worked very hard to build for the purpose of selling. And it has a, it's maybe only been in existence five or 10 years. And there is a product and it is ripe to be sold. And we assist. Sometimes it's a multi-generational business. It's been passed down for three or four generations. And the next generation says, I don't want to do this. And it makes sense for that family to go ahead and sell. And then we assist them with the sell of that business. So it really is very varied. And that makes it fun for us to have very sophisticated, experienced buyers, new buyers, first-time or maybe not as often sellers. And then maybe this will be the one transaction that somebody does in their whole lifetime. And we get to be a part of that.

SPEAKER_01 2:43

It must be rewarding to be a part of those once-in-a-lifetime deals for first-time buyers or sellers. Do you have to take a different approach with those clients?

SPEAKER_00 2:51

We do understand that for some businesses, if this is their first time, there's an education component of it. And we want to stand beside you and help you understand the process because there are steps that will feel very foreign to you, but are uh, you know, what we do day in and day out. And we're here to provide that education piece and make you feel comfortable with the process. You've probably heard of due diligence if you've never done this before, but there that can be a big piece of this. And if you are looking to sell your business, there can be some getting your house in order and helping you get ready to market so we can have a successful closing and it will make the diligence process. When a buyer is looking at you, it'll make it that so much smoother. And we like to assist with that. If you bring us in early on, we can kind of help talk you through that and help you understand what there is to expect.

SPEAKER_01 3:47

Circling back to those clients who are in, as you said, acquisition mode, those client relationships tend to be long-term, right?

SPEAKER_00 3:54

Uh yeah, we represent companies that have decided on the front end that the best way for them to grow is to acquire. And so we have uh a relationship with those companies that we have been able to streamline a process for them where we can get the diligence done, get the deal structured and documented and closed for them in the most efficient manner possible so they can move on to their next acquisition and continue to pursue their growth strategy.

SPEAKER_01 4:24

Do you represent a certain type of client, maybe a specific industry or size of business that you work with?

SPEAKER_00 4:30

Probably the best thing about being in a firm this size and in Arkansas is I don't have a specific type of client. I have very varied clients. So I have large clients, I have small clients. Um, we do um have more deals in um certain industries than others. We do a lot of deals for banks, logistics companies, professional services companies, uh, manufacturing companies. That's that that is probably where we do the most work. But we have done deals in other industries, and it is very fun for us and exciting for us to get to learn an industry to help structure the deal and make sure that we achieve the goals that the client is looking for.

SPEAKER_01 5:16

And is there a common impetus or initiating event that pushes clients to give your team a call?

SPEAKER_00 5:22

Most people give us a call when they have an opportunity in front of them. That's not always the case. If you're looking to grow and and or looking to sell, we can we can always start to help you earlier than that. But most of the time we get a call because there is a buyer knocking on your door or they're um or you're ready to sell. Something has happened in your business or in your life and it and the the time is right for you to sell the business. So we um typically are are brought in when the opportunity has presented itself. At that point, you have a letter of intent or you have um a term sheet that you're starting to negotiate, and um we're ready to jump in and and help you think about all the things so we can get you from that uh very initial point of contact to a closing in the most efficient manner possible.

SPEAKER_01 6:13

Is there a question you get all the time? What is the first thing on your clients' minds when they make that initial point of contact?

SPEAKER_00 6:20

The question I always get is how long will this take? Always want to know how quick, quickly we can get the deal closed. And the answer I give is we work at your pace. Um, your pace is is what will run this deal. Um, we will be diligent and and things often do take longer than than people want them to. But if you are fast tracking a deal, you can feel confident that our team is ready to achieve the closing on your timeline.

SPEAKER_01 6:52

Okay, I'd like to zoom out a little and talk about the firm as a whole. Beyond helping clients achieve those specific MA goals, do you see them benefiting from the full scope of the firm?

SPEAKER_00 7:02

So our firm can help businesses really with all of their legal needs. That would include any litigation that may arise that they need to either bring or defend against. That would include any transactions that they might do, such as uh real estate um transactions, um buying and selling businesses. And then we also help them with their regulatory compliance. So depending on who their primary regulator is, we we help them um stay in compliance with those laws.

SPEAKER_01 7:30

What about for you and your colleagues? I imagine that the firm structure probably sets you up for success as well.

SPEAKER_00 7:36

So um so in our transactional group, we have seven or eight subgroups. And um, because of the size of our firm, we are able to offer all of those subgroups, but we're also able to um allow people to practice in more than one subgroup. So it's nice that you're not immediately pigeonholed from day one that this is your specialty and you only know this one thing. You get to try on a few different areas. And my favorite thing about this firm is is who I get to work with. And I feel like we can offer our clients um all uh expertise in all of the areas. Um I came from a smaller firm, which was a great firm, but when I came over to Mitchell Williams 10 years ago, it was wonderful to have this um level of expertise in so many areas that our clients can have a one-stop shop. And it also offers someone who's starting their career a look into lots of different areas to decide really what is the best fit for them and um where they'd like to focus their career path.

SPEAKER_01 8:46

You've been with Mitchell Williams for over a decade at this point. Have you witnessed any changes in the M ⁇ A landscape over the years?

SPEAKER_00 8:53

I have been practicing for 25 years. And when we first started doing, when I first started doing acquisitions at the beginning of my practice, it was much simpler. You you bought and you sold, and um there were not um ongoing indemnification obligations. There was this product called a representation and warranty insurance that did not exist. Um, and now there are some things to think about. When you close a deal, what are the continuing obligations between a buyer and a seller? And that is probably what has changed the most in 25 years is what um a deal looks like post-closing than what it used to look like.

SPEAKER_01 9:37

Well, you've already touched on so many aspects that feel rewarding for you and your team, but what feels like a win in your day-to-day? What's fun?

SPEAKER_00 9:45

Uh, this this is a good question. Um so my favorite part about practicing in this area is when you get the call three months later, and if it's a buyer, they say, Wow, this acquisition put us on the next level. This acquisition was fantastic. We are so happy that we did this. Um I like when a seller calls me and says, I just took the vacation of a lifetime and I love my life now, and this was the right move for me and my family to sell this business. Um, and thank you. So it's the it's the three months down the road, the six months down the road. That's the most rewarding part is seeing sort of how it all lands. That being said, the closing table is also really fun. So it is fun to get to the end and say, we we got you here. Um thank you for letting us be a small part of of this, you know, big turning point in your organization. And uh uh and shaking hands across the closing table is is also very rewarding.

SPEAKER_01 10:55

You've been listening to Mitchell Williams Insights with attorney Nikki Lovell on mergers and acquisitions law. To learn more about Nikki's practice and to find other discussions with Mitchell Williams attorneys, visit Mitchell Williamslaw.com. Thank you for listening.