Managing Deal Stakeholders

By: Michael Mathieson | PJ Patel

Getting to the right values for stakeholders that will withstand scrutiny, stand the test of time and effectively represent the acquisition rationale far beyond the model.

[Transcription]

PJ Patel: When you think about the scrutiny in the future, whether it’s the PCAOB or the SEC or anybody else, we want our values to stand up to the test of time. It’s interesting when you think about balancing these issues between corporate development on one side, book on the other side and tax, really, I mean, if you look at it, it’s three different areas to really think about. And on the corporate development side, you’re definitely looking at doing the deal. You’re incentivized to do the deal. But balancing some of these issues on the book side, on the tax side, it can really be difficult.

Mike Mathieson: In the last few years, I’ve been pulled in from the very beginning and actually was involved with the corporate development people modeling this type of stuff. And that’s really what’s changed, and I think that it’s driven from the standpoint that you can’t make mistakes anymore because you get punished in the market if you make a mistake.

John Bennecke, True Partners Consulting: It’s easier to record history as it’s happening, as opposed to after the fact, two years later. When the deal folks have moved on, the accounting folks are living the current year, not living the past, and for tax you’re going back trying to recreate what was done. And we have to do it on a daily basis when it comes to things like audits, right? A tax and jurisdiction comes in and starts focusing in on that transaction, we need to be able to tell them, not only from a Federal level but a State level. Maybe a foreign jurisdiction. So it can get really complicated really, really quickly.

PJ Patel: Really what this has got to be focused on is coming up with the right value. There’s lots of scrutiny coming from lots of different angles, and our focus is to get the values right. Values that stand up to the test of time, to me that’s the most important thing that we can really do to help put our clients at ease.