An Attorney’s Perspective On M&A With Miguel Vega of Cooley

The Uncovered Podcast

Episode Summary:
In our final episode of this season we speak with Miguel Vega who is a partner at Cooley LLP. Miguel has been practicing law for 27 years representing clients in the technology and life sciences space. He has worked on M&A transactions of all sizes and provides great advice for both CEOs looking to sell their company and buyers. You will discover the common mistakes each player can make, when to start engaging with a lawyer, and the ins & outs of what goes into a M&A deal from a lawyer’s perspective.

What is Uncovered:

• Miguel’s background in law & the interesting complexities that M&A deals bring
• How the M&A team is set-up at Cooley
• When a startup should bring on an attorney: pre-LOI or during LOI
• The importance of having your legal records in order as you scale your company
• Miguel’s tactical advice to his clients who have never sold a company before
• The percentage of deals that go through post LOI
• The common issues or requests that have surprised CEOs the most as they go through the buying process
• The common mistakes that acquirers make that cause deals to fall apart
• How Miguel positions himself between an acquirer and buyer when things can get contentious
• The 3 trends Miguel has seen change over the last 10 years

Learn more about:

Miguel Vega
Miguel J. Vega is the Head of the Boston Business & Finance Group. His practice focuses on the representation of private and public companies in mergers and acquisitions, joint ventures, divestitures and financing transactions. He also advises public companies on SEC compliance, stockholder activism and corporate governance. Miguel has worked on more than 200 M&A transactions, over a career that has spanned more than 27 years.

Miguel has been recognized in Massachusetts Super Lawyers each year since 2005. He has also been named as one of the leading corporate lawyers in the United States by the peer review and legal directory, The Best Lawyers in America, 2011 – 2019 editions. Since 2017, Miguel has been recognized by Chambers USA as a leader in the Corporate/M&A category.

Cooley:
Cooley LLP is an American international law firm, headquartered in Palo Alto, California with offices worldwide. Clients partner with Cooley on transformative deals, complex IP and regulatory matters and high-stakes litigation, where innovation meets the law.
Quotes from Miguel:

• “There are things that can be cleaned up before the transaction commences, which will make the process a lot easier.”
• “Leverage matters very much in terms of transaction terms.”
• "If you're selling your company to one of the big tech companies it is truly a 24/7 effort that requires the internal team to intensely focus on that transaction and can leave limited time to keep running the business”
• “We encourage our clients to let us take the bullets for them during negotiations and be the intermediary in discussions”

This episode was recorded on October 20, 2020