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M&A Science

M&A Science

Hosted by Kison Patel

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Episodes

427

Latest episode

Aug 2026

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EN

About the show

M&A Science, hosted by Kison Patel (Founder & CEO of DealRoom), is your go-to podcast for mastering the art of mergers and acquisitions. Each week, Kison and his expert guests from leading brands like Xerox, FastLap, and Cisco dig deep into real-world M&A strategies, offering actionable insights to optimize your M&A practice. Whether you're an experienced practitioner or new to the field, M&A Science provides practical advice on key topics like sourcing, due diligence, integration, divestitures, and more. With over 300 episodes, this podcast is the premier thought leadership resource designed to streamline your deal-making process. Start listening today and visit mascience.com/podcast to access over 300 episodes. Brought to you by DealRoom, the leading M&A optimization platform used by the best M&A teams around the world

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August 13, 2026Episode 42847 min

Where AI Actually Helps and Fails in M&A Legal Work

Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP AI can now draft, review, and benchmark deal documents in a fraction of the time it used to take, but knowing when to trust the output is a different skill entirely. Aaron Binstock, a partner at Cooley with nearly 20 years of transactional experience, has seen both sides of that tradeoff firsthand. Where does AI actually save time on a deal, and where does it create false confidence? What happened when a client's AI-generated tax step chart was built on the wrong assumption? How does reverse prompting produce a better first draft than a single one-shot prompt? And what's changing about how junior lawyers build judgment, and how firms bill for their time? What You'll Learn Where AI reliably speeds up NDA markups versus bespoke merger agreements How reverse prompting turns a mediocre AI output into a usable first draft The tax step chart mistake that nearly cost a client millions in consideration or tax How cross-deal benchmarking pulls survival periods, caps, and baskets into one reference chart Why some clients and counterparties are opting out of AI entirely, and how firms track it What junior lawyer training looks like once document grinding stops teaching judgment Why AI can produce a report but still can't own the result   If you're dealing with AI tools that sound confident but don't actually know M&A, DealPilot, powered by M&A Science experiential data, has guidance built from practitioners who've actually run the deal to help you catch what AI can't see coming. ____________________ The Buyer-Led M&A™ Summit is back August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here: https://hubs.ly/Q04kBhzV0 ____________________ Episode Chapters [00:00] Intro [00:03:12] Aaron's Path Into M&A [00:05:12] Cooley's Public AI Commitment [00:07:22] Where AI Fits On A Deal [00:11:37] Quality Control And AI Playbooks [00:16:33] The Tax Step Chart Mistake [00:18:41] How Reverse Prompting Works [00:22:19] Benchmarking Past Deals With AI [00:23:13] Lockbox Pricing And Prompt Quality [00:25:33] When Clients Say No To AI [00:33:06] AI's Impact On Legal Billing [00:35:44] Training Lawyers In The AI Era [00:42:20] Why AI Can't Own The Deal [00:44:07] Craziest Moments In M&A Deals

August 6, 2026Episode 42753 min

The Back-Office Surprises Nobody Warned You About When Going Global

Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management Due diligence covers deal terms, but it doesn't cover what happens once you're running payroll, benefits, and banking in a country you've never operated in before. A legal entity change can lock a company out of its own bank account overnight. Benefits plans get frozen in by local law. A language rollout can hit five systems on the same go-live day. And having handled one acquisition in a country doesn't guarantee the next one plays out the same way. Jennifer Lipschultz has led integration on more than 20 acquisitions across the Netherlands, Sweden, Germany, and India for ECI Software Solutions, a PE-backed SMB software company operating in 80 countries.   If your next acquisition involves operating somewhere new, this is the walkthrough to have ready before you find yourself improvising in real time. What You'll Learn Why a legal entity change can freeze a company out of its own bank account How Swedish per diem rules can turn expense reimbursements into taxable income What actually goes into a change engagement session, and why managers get briefed first How one go-live day can trigger a five-system language rollout Why fluency in one acquisition doesn't guarantee the next What belongs on a pre-close global integration checklist If you're dealing with a cross-border acquisition where the back office keeps breaking in ways diligence never caught, DealPilot, powered by M&A Science, has integration playbooks pulled from practitioners running 20-plus deals, to help you build your pre-close checklist before the surprises hit instead of after. ____________________ The Buyer-Led M&A™ Summit is back August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here: https://hubs.ly/Q04kBhzV0 ____________________ Episode Chapters [00:00] Introduction and Guest Background [03:05] From Engineering to Global Integration [06:20] What Full Absorption Really Means [08:17] The Pre-Close Integration Playbook [13:41] What Breaks First Abroad [15:49] When English Fluency Is Assumed [20:21] A Same-Day Language Rollout [22:07] Locked Out of a Bank Account [24:35] Sweden's Expense Reporting Maze [27:59] Harmonizing Benefits Across Borders [34:09] Running a Change Engagement Session [42:30] Earning Trust With Senior Leadership [44:19] Finding Risk in the Data Room [46:36] A Pre-Close Global Checklist [48:56] Lessons From Walking the Floor

July 29, 2026Episode 4261 hr 0 min

How to Structure an Acquihire Deal in the AI Talent Race

Derek Liu, M&A Partner at Baker McKenzie AI talent deals are no longer small acquihires built around a simple price per engineer. Some now carry billion-dollar price tags, forcing buyers to rethink deal structure, diligence, tax exposure, and retention. Baker McKenzie's M&A Partner Derek Liu has personally signed over $110 billion in transactions from both sides of the table. That mismatch, old tools built for a different kind of deal, is what's forcing corp dev and legal teams to rework their playbook, and it's the throughline of this conversation. What You'll Learn The real cost difference between a stock purchase, an asset sale, and a sign and release What acquirers are actually diligencing when the product isn't the point Why a non-solicit clause outweighs a non-compete in California How a 100 percent revest changes the conversation with a founder Where HR becomes the bottleneck between LOI and close If you're structuring retention for a talent-driven acquisition, DealPilot, powered by M&A Science, has the deal guidance layer to help you get the revesting schedule and non-solicit right before you sign. ____________________ This episode of M&A Science is presented by DealRoom. The Buyer-Led M&A™ Summit is back. August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here. ____________________ Episode Chapters [00:00] Introduction [00:03:03] From New York to Silicon Valley [00:11:58] Why Acquihire Prices Exploded [00:15:19] Defining an Acquihire Deal [00:25:20] Winding Down the Acquihire Business [00:31:35] Acquihire Due Diligence on Talent [00:34:10] Why Not Just Poach Talent [00:38:34] RSUs, Revesting, and Rollover Equity [00:46:37] Valuing the Biggest Acquihire Deals [00:47:35] An Acquihire Deal Timeline [00:56:22] The Craziest Deal in M&A

July 23, 2026Episode 42550 min

What Buyers Want from Bankers and Founders

Andrew Morbitzer, VP of Corporate Development, Life360 (ASX: 360) Your standard teaser tells a buyer everything about your company and nothing about why you fit their strategy right now. When sellers expect the buyer to figure out that alignment, the deal dies on the desk. Andrew Morbitzer has led more than $2 billion in acquisitions at Intuit and GoDaddy, worked on the sell-side as an M&A advisor, and returned to the buy-side as VP of Corporate Development at Life360. What You'll Learn Why do corp dev teams default to no on inbound deals before the first conversation How banker incentives and buyer incentives point in opposite directions How to research a buyer's strategy and priorities using only public information What a realistic projection signals to a corp dev leader versus what a hockey stick signals How to apply Buyer-Led M&A™ thinking from the sell side If you're advising on deals and want a framework for how buyers actually evaluate fit, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you pitch into the buyer's strategy instead of handing them a data sheet. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.  See for yourself: dealroom.net/mcp ____________________ Episode Chapters [00:00] Introduction [07:12] Why Inbound Deals Rarely Fit [09:40] Rationalization Over Strategy [10:01] The Inbound Problem Is Not Just About Bankers [15:43] When a Bank Actually Does the Work [18:12] The Banker's Incentive Problem [20:51] How to Actually Land the Pitch [22:12] Cash Flow and Finance Partnership [24:53] First-Hand Research on the Buyer [29:42] How Detailed to Get on Value Creation [34:30] What a Misaligned Banker Actually Costs You [37:50] Cold Outreach vs. Warm Relationships [40:45] Moves That Accelerate Trust [43:07] Applying Buyer-Led M&A on the Sell Side [42:48] The Year One Mistake That Bit Us [46:12] Assessing Culture Fit Before Close

July 16, 2026Episode 42448 min

220 Deals. One Playbook. How to Scale M&A Without Losing Control

Shawn Rodricks, Head of M&A - Independent Consultant If you scale the deal flow without the operating infrastructure to match it, things break fast. The playbook is a document nobody opens, closing weeks turn into fire drills, and the returns you modeled start to slip. Shawn Rodricks, Head of M&A - Independent Consultant, built the infrastructure before the volume hit. He closed 220 acquisitions across two organizations, 37 at Rexall in pharmacy and 183 at Amerivet Veterinary Partners, by wiring in the operating system from the start. What You'll Learn The five-part operating model behind 220 acquisitions How to hire for biz dev vs. corp dev roles in a lean M&A team How to build a closing-week SWAT team and keep finance aligned on timing Why qualitative diligence feeds directly into your forecast and purchase price The pre-close vs. post-close integration framework Why roll-ups that confuse acquisition with strategy fail What Shawn got wrong in year one and how it shaped every program since If you're scaling a deal function and want the operating framework behind Shawn's approach, DealPilot, powered by M&A Science, has the Buyer-Led M&A™ Certification, built from 400+ practitioner interviews into a framework you can actually run. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: https://hubs.ly/Q045fXp50 ____________________ Episode Chapters [00:00] Intro [03:33] From Biochemistry to 220 Acquisitions [06:02] The Operating Model for Serial Acquisitions [09:40] Hiring: Biz Dev vs. Corp Dev [13:03] Staffing as Deal Volume Scales [15:08] What a Playbook Actually Is [18:43] Managing Ebbs and Flows in Deal Volume [22:12] Cash Flow and Finance Partnership [23:44] The Underestimated Side of Diligence [27:25] Key Person Risk and Pre-Close Retention [31:41] Post-Close Monitoring and the First 90 Days [35:17] Pre- vs. Post-Close Integration Priorities [37:53] What Roll-Ups Mistake for Strategy [39:21] Integration as the Conversion Engine [42:48] The Year One Mistake That Bit Us [44:12] When Deals Get Strange

July 9, 2026Episode 42353 min

How to Build a Deal Model That Beats PE on Price

Jeremy Segal, Executive Vice President of Corporate Development, Progress (NASDAQ: PRGS) Buyers who mistake a high LOI bid for a winning strategy are easy prey for sellers who know the growth equity playbook. Jeremy Segal's position: precision at the LOI stage is a stronger differentiator than price. Jeremy Segal is EVP of Corporate Development at Progress (NASDAQ: PRGS), a publicly traded software company that has nearly doubled revenue through M&A, from under $400 million to nearly $1 billion. He has closed roughly 50 acquisitions across his career at Progress, LogMeIn, and Akamai. How do you build a cost-optimization model before LOI for lines you know you can execute? How do you win a competitive process against PE without the highest headline number? When a seller restricts access during the announce-to-close window, how do you decide whether to escalate or walk? And how do you handle a workforce that expected an IPO and got an acquisition instead? Jeremy answers each one. What You'll Learn Building a pre-LOI cost optimization model on what you can actually execute How to use existing infrastructure to outbid PE on price Escalating diligence friction before it kills a deal Why a no-retrade commitment builds trust with sellers Structuring retention pools when a target's IPO falls through What target profile actually fits a disciplined buyer Why private valuations haven't caught up to public markets If you're building deal models before LOI and want a framework for translating those assumptions into an operational plan you can actually execute, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you close the gap between what you modeled and what you deliver. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.  See for yourself: dealroom.net/mcp ____________________ Episode Chapters [00:00] Intro [05:07] Why M&A has to be the growth engine [07:36] Deal cadence and financial discipline [09:42] Pipeline strategy and the five-year roadmap [12:46] How the synergy model works before LOI [17:15] The no-retrade commitment [17:48] Chef: beating PE on a competitive deal [24:56] ShareFile: carve-out from Cloud Software Group [28:07] What to look for in a carve-out diligence [33:48] MarkLogic: when the seller restricts access [38:48] When seller motivation becomes an orange flag [40:09] What counts as a material change warranting a retrade [41:12] How public market cycles affect the deal pipeline [48:09] Advice for a first-time acquirer [49:46] The craziest thing in M&A [53:02] Early Warning Signs in Diligence

July 2, 2026Episode 42258 min

The People You Lose in M&A: Key Talent Retention Before Close

Haseeb Jawad, VP and Head of Corporate Development, Commvault (NASDAQ: CVLT) The people who leave post-close are usually the ones the deal depended on. Which means the problem starts with how you read culture before LOI and whether financial incentives are the only retention tool you are building with. Haseeb Jawad heads corporate development at Commvault, running a lean team with full accountability from sourcing through integration. He has led two to three acquisitions per year across multiple companies, sat on both sides of a transaction, and serves as his own IMO lead. The signals that tell you a deal will lose people are visible from the first founder conversation, if you know what to look for. What You'll Learn The three signals to read in every founder conversation before LOI How the TRUST framework applies across the full deal lifecycle Why retention runs heart, brain, pocket and what breaks when you invert it How to run employee-by-employee diligence without treating people as a cost line Why owning both deal and integration makes business case assumptions honest What one payroll timing issue did to months of trust-building after close If you're managing a post-close retention risk and financial incentives are the only lever you're pulling, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you build the full retention model. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom is the AI-powered operating system for Buyer-Led M&A™ — one connected system for pipeline, diligence, integration, and reporting. No tool-switching, no manual updates, no data gaps. See how it works: https://hubs.ly/Q04mcGKy0 ____________________ Episode Chapters [00:00] Intro [03:05] Engineer Turned Corp Dev Leader [07:45] How to Pick the Right M&A Deals [10:26] What Most Buyers Miss in Deal Criteria [15:44] Getting Founders to the Table [20:18] AI Washing and Valuation Reality [23:09] The TRUST Framework Explained [26:19] When Leadership Alignment Breaks Down [32:03] 3 Tiers of Culture Diligence Before LOI [35:40] The Retention Framework [38:31] Why Money Alone Won't Keep Your Key Talent [41:13] Structuring Retention Plans by Person [43:02] Why the Deal Team Should Stay [49:32] Making Minority Investments Work [51:57] Preserving Culture After Close [53:02] Early Warning Signs in Diligence [53:37] What Breaks First at High Deal Volume [54:02] Walking Away Post-LOI

June 25, 2026Episode 42154 min

How to Buy Companies That Aren't Profitable Yet

Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf Venture-backed companies are priced at their future state, not their current revenue. When growth stalls and another fundraising round stops making sense, the gap between VC valuation and what a strategic buyer will pay becomes the hardest conversation in any deal process. Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf, has run this play across hundreds of targets. His work starts before the deal does, with the founder relationship, the cap table, and a clear-eyed conversation about risk tolerance that most corp dev teams never have.  What You'll Learn Why a $25M offer today can beat a $125M VC exit three years out How AI is shrinking the moat of wrapper-product startups and changing target screening The seven stakeholder groups in any acquisition and why most founders miss them How liquidation preferences and cap table structure change the math behind any offer Why VC relationships matter as much as founder relationships before a deal starts How to structure deals for underwater targets without losing the team What entrepreneurs should know about VC terms before taking their first check If you're working a deal where the founder's VC valuation is the first thing they said and the last thing they'll let go of, DealPilot, powered by M&A Science, gives you the guidance to close the gap without overpaying. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.  See for yourself: dealroom.net/mcp ____________________ Episode Chapters [00:01:14] Introduction and Kison's overview [00:03:32] Matt Arsenault's background and path into M&A [00:05:17] How VCs actually value companies: the two major components [00:06:52] Where VC and strategic buyer valuations diverge, and why [00:09:29] The current market for VC-backed acquisition targets [00:10:39] Rule of 40, profitable growth, and what AI is changing [00:25:01] The liquidation preference math: $25M today vs. $125M later [00:31:38] Cap table dynamics, voting power, and co-founder alignment [00:33:10] How to have the valuation conversation with a founder [00:35:35] How to structure deals when a company is underwater [00:36:45] Stakeholder management: severance, retention, and employee equity [00:44:03] Structural tools for bridging valuation gaps [00:49:21] What entrepreneurs should know before taking their first VC check [00:51:03] Due diligence war stories: what a code scan revealed

June 18, 2026Episode 4201 hr 0 min

When Deals Get Weird: Stories You Don't See in the CIM

Nathan Rust, Lutz Lehmann, Troy Pospisil, Jeremy Segal, Patrick Mumman, Tej Brahmbhatt, George Helock, and Angie Astle Eight deal professionals share the M&A moments that never make the CIM. A birthday cake in a management presentation that confirmed a culture fit and influenced a bid. A buyer who died before close, forcing a nine-month restart from scratch. Eight years of customer revenue data on a 1980s IBM that management claimed did not exist. A target quietly heading toward Chapter 11 while diligence was underway. Unexpected events mid-deal are not exceptions. They are the deal. How you read them is what separates experienced practitioners from everyone else. What You'll Learn: How cultural signals in a management presentation can influence a bid decision What to do when a buyer dies before close and the sell process has to restart How to find data that management says does not exist Why late-stage valuation surprises from founders are a signal you could have caught earlier How to take a bankrupt target through Chapter 11 and still close the deal Why experienced advisors document every surprise the moment a deal closes If you're running deals and want pattern recognition built from thousands of real M&A situations to back your judgment, DealPilot, powered by M&A Science, gives you the deal guidance and advisor access to know which surprises you push through and which ones mean walk away. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them.  Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: https://hubs.ly/Q045fXp50 ____________________ Episode Chapters [00:00] Intro [04:11] Birthday cake in the management presentation [07:10] Recruiting bankers from the sell side [09:04] Culture fit as a bid decision factor [10:03] When the buyer dies before close [11:46] Nine-month restart from scratch [17:04] Management says the data does not exist [18:39] Finding Susie and the 1980s IBM [22:25] IP ownership surprise at signing [24:43] Bootstrap founders and commitment signals [27:43] When bankers favor PE over strategics [30:40] 78-year-old seller, a fistfight, and an earn-out [32:25] The 12-year sales cycle [35:23] Teaching a CEO to speak like an investor [43:14] Aviation IPO pulled mid-road show [45:52] Background check kills the deal a week before close [50:03] Forever corporation: how Chugach approaches M&A [54:47] HVAC target heads toward bankruptcy mid-diligence [55:59] Becoming the secured creditor to save the deal

June 11, 2026Episode 41957 min

The Real Work Behind the Close: When Judgment Beats the Checklist

Brent Baxter, Sam Delestienne, Steve Hoffman, John Strenger, and Matt Melsen Winning a banker-run auction at 5% under the highest bid. Closing a deal when co-sellers have not spoken in months. Getting through 22 countries of employment complexity with a client who refused to work with EOR providers. Acquiring a Netherlands-based public company and discovering the due diligence documents were in Dutch. These are the problems that no playbook prepares you for. Four corp dev professionals share how they handled them, and what it cost when they got it wrong. What You'll Learn  How to win a competitive auction when you're not the highest bidder What seller conflict at the closing table looks like (and how to get a deal back on track) When an employer of record works in a cross-border carve-out and when it creates permanent establishment risk Why management trust in the buyer can outweigh the highest bid number What a first European acquisition actually costs in compliance, legal, and cultural surprises If you're running deals where the numbers are right but the relationship isn't, or you're in a market you haven't operated in before, DealPilot, powered by M&A Science, connects you with advisors who have closed deals in exactly that situation. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.  See for yourself: dealroom.net/mcp ____________________ Episode Chapters [00:00] Intro [03:12] Partners who came to blows over valuation [03:37] The closing table walkout [05:47] Every deal craters on Friday [07:54] Why managing emotions is the hardest job after LOI [13:30] A door blows off an Alaska Airlines jet mid-process [16:00] Winning at $15M under the highest bid [18:23] Trust and reputation as deal currency [23:09] The "baby ugly" lesson [25:06] Preempting banker processes [32:14] What EOR is and when it works [33:52] Permanent establishment risk with C-level hires [34:48] CBA compliance across 22 countries [40:38] First European cross-border acquisition [42:38] Dutch documents and data residency surprises [46:20] Why in-person matters more in Europe [50:38] The $100M tax exposure that was not real [55:57] Outro

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