This article is written by Komal Shah, Content Head & Co-founder, LawSikho.

“He doesn’t realise that he’s put the company up for sale….” This was a phone call I received the moment I reached my desk in an office in Dublin, on an early July morning, a few years back. It told me that a recent announcement had made my company the target of a hostile takeover and that there will now be more players out to bid for my company. 

Hostile takeovers are not common. These are once-in-a-lifetime kind of experiences. They prepare you and chisel out the rough edges from your form to sculpt your personality to its very best. So here I will be sharing some experiences which I went through, during that transaction. 

Focus in the midst of frantic activity

The phone call I mentioned was from my manager, who was still on his way to the office. I had just reached my desk and hadn’t even powered up my laptop yet. But that one RNS (regulatory news service) announcement in the morning had put people inside the company on their toes. A takeover doesn’t happen overnight. But every night may bring a new twist. There will be competitive bidders cropping up, there will be sudden requests for your registers and you will see frantic activity. Being in the inside of the secretarial department, I had to coordinate and be on suddenly required board calls, which had to be intently listened to, in order to be documented properly. As an Indian listening to all different kinds of foreign accents, if I wasn’t in a high alert and highly focused state of mind, I would miss out on crucial points in the minutes. This simply couldn’t be permitted.

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In the midst of transactions like this, you have to forget weekends and working hours. I distinctly remember working on uploading stuff to a data room on a Sunday. You can turn up in denim, you can ditch the public transport to reach the office in a taxi and your lunch can be on the company. But you can’t get the lazy Sunday morning at your home. In Mumbai, people are kind of conditioned to always put their professional commitments on top of personal ones but in Dublin, this isn’t an everyday story. Even then, you can’t allow yourself to be distracted by what you could have been doing and you have to give your entire focus to the task at hand. Data rooms need to be handled with care.

There’s no time to think of possible errors

As someone who was experiencing such a transaction for the first time, it was very easy to be scared – scared of committing mistakes, screwing up something somewhere, missing out on some crucial action. However, at the end of the transaction, I realised that I had been so busy ‘doing’, so busy implementing things that I simply did not have the time to think “What if I have done something wrong….” All the mental space was deployed into the high focus and in getting on to whatever task was required to be undertaken next. There were no gigabytes left for any fear to crop in. It’s like once you’re on the sledge going down the ice hill, you’re just busy experiencing and screaming. In that moment, there’s no scope for fear. Fear is only experienced at the time of the run up to the top. That transaction put us on a downhill sledge. Without any run up.

You must be knowing the inside out of the documents

If you’re in the legal or secretarial department when a company is going through an acquisition, you must read and re-read the documents which pass through you – irrespective of whether it is the offer document or board or committee resolutions or communications to employee stock option holders or even the emails to and from your legal advisors. I had been asked to cross connect contents in each of these with something else and if I hadn’t known the contents thoroughly, I wouldn’t have been able to deal with what I was asked. For example, I was asked where exactly in the communication to the employees there was the mention of cash settlement of their options. If I hadn’t read it properly, I wouldn’t have known. You simply have to be on top of it preferably when these are being drafted by the legal advisors or latest by when the final draft is arrived at. Unless of course, if you are the one drafting these, you have to be on top of the document at all times. 

You WILL be tested. Unless you have evidence, you will be lost.

I remember being the moderator of a board call during the transaction. Within 5 minutes of starting the call, I received an email from the CFO asking me if I was on it since he hadn’t heard my voice. He was on the call and he was, therefore, emailing me. I responded, also on an email that the call wouldn’t be ongoing if I weren’t on it because I was moderating. I also wrote that I just didn’t have the chance to speak because one of the nominated advisors overtook it and began leading it. He made a joke out of it to say that everyone felt the same about this guy. 

In fact, what he wanted to know was if I was there, listening intently because, on that call, I had stepped up and was moderating it in the place of my manager, who had been suddenly hospitalised. 

On another occasion, the head of finance had queried whether I had communicated some crucial information, which was required to be given to the finance department. I have often written about how important it is to document things and have all sorts of communication in writing, even though it may be just easier to pick up the phone and speak. If you must call, do, and then back it up with an email. Fortunately, I had put it in an email and copied everyone who needed to be copied. I was thus able to promptly forward the email stating that I had indeed informed the finance department as needed.

This is why we have practitioners heavily involved in our courses, including this one, which deals with mergers and acquisitions. These experiences, which they might have acquired by tight rope walking can be yours before you actually have to set your foot on the rope. Once you have the right mindset to deal with these kinds of transactions, you will learn incredibly fast and then everything else becomes like it is “Elementary, my dear Watson.” 

Wishing many of you end up “cutting billion dollar deals for breakfast” like Harvey Specter. Cheers.

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