M&A Science

Tina Kassangana, Corporate & M&A Lawyer, Associate at Moritt Hock & Hamroff LLP

Tina Kassangana joins usto explore how legal counsel manages risk throughout the M&A lifecycle. With firsthand insight from a practicing M&A attorney, this conversation dives into the real-world complexities of diligence, purchase agreement structuring, reps and warranties, and navigating disputes post-close. Whether you're a first-time buyer or a seasoned dealmaker, Tina offers sharp, practical guidance that demystifies the legal side of dealmaking.

Things you will learn:

• The three main stages where legal risks arise in M&A—and how to mitigate them

• Why reps and warranties clauses and disclosure schedules are critical

• How to align buyer-seller expectations in earnouts and seller financing

• Legal strategies to prevent conflicts in multi-agreement deals

Intro and Tina's Background – [00:01:00]

Early M&A Risk Identification – [00:05:00]

Buy-Side LOI and Risk Management Roleplay – [00:06:30]

Earnouts vs. Seller Financing and Structuring Strategy – [00:08:00]

Escrow, Reps and Warranties Insurance Deep Dive – [00:11:00]

Asset vs. Stock Deals and Contract Transfer Issues – [00:13:00]

Post-Close Risk & Working Capital Disputes – [00:25:30]

Disclosure Schedules and Rep Breaches – [00:28:30]

Conflicting Terms in Multi-Agreement Deals – [00:35:00]

Post-Close Litigation Triggers (Earnouts, Employment, Equity) – [00:38:00]

Jurisdictional Conflicts and Governing Law – [00:39:00]

How AI Is Changing Contract Analysis – [00:55:00]

Michael Belluomini, Senior Vice President, Mergers and Acquisitions, Carson Group

Kison sits down with Michael Belluomini to unpack how Carson Group scaled its M&A strategy—shifting from internal partner investments to sourcing proprietary external deals at volume. Michael shares tactical insights into managing concurrent transactions, building a sourcing engine, and executing with precision.

• The differences between Buyer-Led and Seller-Led M&A—and when to use each

• How Carson Group built a scalable sourcing engine across multiple deal channels

• Strategies for managing 3–5 concurrent deals without burning out internal teams

• Why culture fit and trust are non-negotiables in M&A success

[00:01:00] Michael's background in M&A and move to Carson Group

[00:05:30] Building equity partnerships with independent advisors

[00:07:00] Carson's first external acquisition and shift to full ownership deals

[00:08:30] Sourcing strategies: banker-led vs. proprietary sourcing

[00:10:30] Key differences between internal and external M&A transactions

[00:12:00] The case for buyer-led M&A: process control and long-term outcomes

[00:17:30] How Carson builds proprietary pipeline using data, outreach, and coaching

[00:20:00] Structuring outreach and qualifying prospective sellers

[00:22:30] Building trust in the process and winning deals beyond valuation

[00:31:00] Integration strategy and Carson's one-stage close model

[00:35:00] Managing 14 deals in one year with a lean team and specialized roles

[00:37:00] Why Carson adopted DealRoom to streamline pipeline and diligence

[00:41:00] How to reduce seller fatigue and coach through diligence

[00:44:00] Culture fit as a non-negotiable deal criterion

[00:50:00] The craziest thing Michael's seen in a deal

[00:52:00] What sellers do after exiting—and why finding your "next" matters

Bob Chapman, Chairman and CEO, Barry-Wehmiller Kyle Chapman, President, Barry-Wehmiller

In this episode of M&A Science, Kison Patel sits down with Bob Chapman and his son Kyle Chapman to explore how Barry-Wehmiller built a $3.6B global business through 140+ acquisitions—by putting people first. Bob, known for pioneering the "Truly Human Leadership" philosophy, and Kyle, who co-founded BW Forsyth Partners, share how culture, transparency, and stewardship shape every deal they do.

They dive deep into how Barry-Wehmiller evolved from a broken family business into a global leader in capital equipment and engineering services—and why their approach to M&A prioritizes care for people over financial engineering. From pre-close transparency to post-close adoption, this episode is a masterclass in using M&A as a force for good.

• Why cultural alignment is more important than revenue synergies in M&A

• How "Truly Human Leadership" became a core differentiator in their acquisition strategy

• How to build a scalable M&A machine rooted in values, not just valuation

• Tactical guidance on structuring buyer-led deals with long-term success in mind

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

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1. [00:00:00] Introduction to the mission behind M&A Science

2. [00:01:30] Barry-Wehmiller's origin story and early business model

3. [00:07:00] Pivot to M&A as a growth strategy after financial struggles

4. [00:10:00] Use of EVA (Economic Value Added) in valuation of private company equity

5. [00:14:00] Building a strategic advantage through people-first culture

6. [00:21:00] Cultural assimilation during acquisitions and why legacy matters

7. [00:27:00] Tactical integration planning with transparency from day one

8. [00:30:00] The evolution from distressed to underperforming acquisitions

9. [00:36:00] Why Barry-Wehmiller doesn't rely on cultural due diligence

10. [00:44:00] Advice for first-time acquirers—what to look for and avoid

11. [00:51:00] Kyle's journey from private equity to leading Barry-Wehmiller

[00:54:00] The future vision for Barry-Wehmiller and global impact

Sindre Talleraas Holen, Head of M&A at Visma

In Part 2 of this global M&A masterclass, Sindre Holen pulls back the curtain on Visma's deal execution strategy, valuation methodology, and post-close philosophy. Visma has quietly become one of the most disciplined and prolific acquirers in Europe and LATAM. How? Through extreme clarity on what they buy, why they buy it, and how they operate post-close.

Sindre and Kison dig into the nuance of buying software companies in different geographies, how Visma thinks about valuation (hint: rule of 40—and sometimes 50—matters), and why the company chooses to "onboard" rather than "integrate." This episode is a candid, behind-the-scenes look at how to structure deals, manage cultural differences, and stay true to a scalable M&A playbook.

Things you will learn:

• How Visma sets valuation ranges across different growth brackets and geographies

• Rule of 40 vs. Rule of 50 and how it impacts multiples

• Why Visma prefers local advisors over centralized consultants in new markets

• Inside Visma's onboarding vs. integration philosophy

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

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If you're bouncing between Excel trackers, email threads, shared drives, and separate VDR, you're not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster. Join us live and see the difference. Register Now

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[00:00:00] – Recap and Starting Part 2: Risk Awareness in Global M&A

[00:01:30] – Analysis Paralysis: Knowing When to Say Yes or No

[00:04:30] – Visma's Scalable Diligence Function & Internal Capabilities

[00:06:00] – Tapping Freelancers, Ex-Corp Dev Talent for First-Time Deals

[00:07:30] – The Strategic Spectrum: PE Mindset vs. Strategic Buyer

[00:09:00] – Visma's "Onboarding," Not "Integration" Philosophy

[00:11:00] – Building Long-Term Founder Relationships Post-Close

[00:13:00] – Standardization: Reporting, Tech, and Cybersecurity Rigor

[00:14:30] – The Rule of 40... or 50? And Why It Matters

[00:20:00] – Earnouts: Bridging Price Expectations Through Growth

[00:28:30] – Closing Over 90% of LOIs: Visma's High Deal Certainty

[00:30:00] – What to Do Before Entering a New Geography

[00:33:30] – Leveraging Local Advisors, Bankers & Cultural Guides

[00:39:30] – Visma's Expansion Into Latin America via Accidental Entry

[00:41:00] – Why LATAM is Surprisingly Ahead in SaaS & Regulation

[00:43:00] – The Role of Humility and Trust in Global Expansion

[00:46:30] – Trends in SaaS M&A: Consolidators, Rollups & Capital Influx

[00:49:00] – Craziest M&A Deal Toy: A Stuffed Eagle

Sindre Talleraas Holen, Head of M&A at Visma In Part 1 of this two-part episode, Kison sits down with Sindre from Visma, one of Europe's most active acquirers in the B2B SaaS space. With over 350+ acquisitions under its belt and a stronghold across Europe and Latin America, Visma has cracked the code for scaling globally while maintaining local authenticity.

Sindre shares how Visma transformed its M&A function from a two-man team to a global machine spanning 20 M&A professionals—and 16,000 employees acting as an extended sourcing engine. He walks through Visma's origin story rooted in M&A, how a bold cold email launched his own career, and the foundational philosophies behind Visma's buyer-led approach to deal execution.

• The surprising power of a cold email—and how it helped launch Visma's M&A team

• Why Visma prioritizes local presence and cultural nuance in M&A sourcing and negotiation

• How internal alignment and operational champions drive deal success

• The three golden rules for successful M&A at Visma

  _______________

  What is the Buyer-Led M&A™ Virtual Summit

  Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

  ________

  Learn why you Shouldn't use Excel for Dilligence

  If you're bouncing between Excel trackers, email threads, shared drives, and separate VDR, you're not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster. Join us live and see the difference. Register Now

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Episode Timestamps: [00:00:00] – Introduction to the Guest & Visma's M&A History [00:03:30] – The €100M Sale That Funded Visma's Acquisition Journey [00:05:00] – Sindre's Bold Cold Email That Launched His M&A Career [00:09:00] – The Three Pillars of Visma's M&A Approach [00:10:00] – Aligning Deals with Equity Story & Internal Champions [00:12:00] – Why M&A Is Always Local: Cultural & Regional Nuances [00:16:00] – Building a Global M&A Team Embedded in Each Region [00:17:30] – Trust and Cultural Dynamics in Deal-Making [00:20:00] – Evolving from Seller-Led to Buyer-Led M&A Strategy [00:21:30] – Proactive Deal Sourcing and Filtering Inbound Leads [00:27:00] – Building Trust with Local Sellers & Country-by-Country Differences [00:29:30] – Rapid Acquisitions vs. Long-Term Relationship Deals [00:31:00] – Case Example: 13-Year Dialogue Before Acquisition [00:35:00] – Country-Specific Negotiation Dynamics & Deal Structures [00:38:00] – Advice for First-Time International Buyer

Ron "Omani" Carson, Founder and Chairman at Carson Group | Founder of Omya

We sit down with Ron "Omani" Carson, founder of Carson Group, for a wide-ranging conversation about transformation—both professional and personal. From launching a financial services firm out of a college dorm room to building a national platform with over $30 billion in assets under management, Omani shares the gritty beginnings, his early lessons in love affair marketing and systemization, and why his first M&A deal nearly broke him.

But the real story unfolds around age 50, when Omani underwent a profound mindset shift—from fear and scarcity to love and abundance. This new lens on leadership reshaped Carson Group's culture, unlocked purpose-driven M&A, and set the stage for launching Omya, his newest venture focused on helping entrepreneurs align joy, legacy, and impact.

This episode is more than M&A—it's a masterclass in reinvention, authentic leadership, and building businesses that matter.

Things you will learn:

• How to scale a firm through systemization and "love affair" client marketing

• What went wrong in Carson Group's first M&A deal—and how they rebounded

• How trauma and personal evolution can drive professional reinvention

• What "conscious capitalism" looks like in a modern financial firm

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

________ Episode Chapters:

[00:01:00] Dorm room origins and cold-calling farmers in Nebraska

[00:07:00] Early success, burnout, and chasing money without fulfillment

[00:10:30] Love affair marketing, process systemization, and client growth

[00:18:00] Lessons from their first M&A deal: culture clash, team turnover, missed red flags

[00:23:30] Partner program and minority investments: a better M&A model

[00:27:00] Personal transformation at age 50 and the birth of "Omani"

[00:35:00] Embracing spirituality, mental wellness, and psychedelic therapy

[00:40:00] Impact investing, farming regeneration, and the trillion-dollar goal

[00:46:00] How Carson's culture shifted—and made M&A better

[00:51:00] 7-day water fasts, health optimization, and living life with intention

[00:55:00] The craziest M&A moment: the painful first acquisition

Andrew Bab, Partner & Co-Chair of the Healthcare Group at Debevoise & Plimpton LLP

In this episode of M&A Science, Andrew Bab joins Kison Patel live in New York to dive into the fast-changing legal landscape facing private equity deals in healthcare. From emerging state-level regulations and reverse CFIUS to FDA policy shifts and CVR litigation, Andrew offers a masterclass in legal diligence and deal structuring. They also explore how political scrutiny and increasing regulatory complexity are driving the need for more proactive, buyer-led approaches in healthcare M&A.

Things you will learn:

• How state-level regulation is changing the game for healthcare deals

• What private equity needs to know about DEI rollbacks and False Claims Act liability

• Impacts of recent Delaware case law and why some firms are leaving the state

• When to use CVRs in pharma M&A and the litigation risks they carry

• How new HSR rules and antitrust dynamics are shifting auction timelines

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This isn't just another webinar—it's an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

________

Episode Timestamps:

[00:01:30] Andrew's background and overview of Debevoise & Plimpton's healthcare practice

[00:03:00] Regulatory updates: DEI rollbacks, reverse CFIUS, foreign direct investment

[00:05:30] National security laws expanding into tech, steel, and social media

[00:06:00] Antitrust enforcement differences between Trump and Biden administrations

[00:09:00] Delaware case law: MFW, Molus, Crispo and corporate governance implications

[00:15:00] State-level regulation of healthcare deals (e.g., CA OHCA, MA law)

[00:18:30] FDA's AI guidance and post-Chevron court deference

[00:21:00] CVRs in pharma: structuring, litigation risk, and buyer incentives

[00:29:00] Put/call deal structures for PE–strategic healthcare partnerships

[00:32:30] HSR form overhaul and implications for auction vs. proprietary deals

[00:34:30] Increased scrutiny of PE under False Claims Act and integration risk

[00:44:00] Political scrutiny of PE in healthcare and rising public pressure

[00:47:00] "Craziest M&A moment" – Mercury in the House of Orion delays closing

Hugh MacArthur, Chairman of Global Private Equity Practice, Bain & Company

In this episode of M&A Science, Hugh MacArthur joins us to discuss the evolution of private equity over the last three decades—from the early days of deal-making and bespoke financing to today's hyper-competitive, tech-driven landscape.

Hugh shares how Bain's private equity practice scaled from an entrepreneurial idea to one-third of the firm's global business and dives into what differentiates top-performing firms. We explore sourcing strategies, value levers, post-acquisition success, and how PE firms are adapting to rising interest rates and new technologies like AI.

Things you will learn:

• How Bain & Company built and scaled its private equity practice from scratch

• The shift from margin improvement to growth-oriented value creation strategies

• How private equity firms are evolving sourcing and financing models

• The future of deal execution using AI and specialized data tools

  _______________

  What is the Buyer-Led M&A™ Virtual Summit

  This isn't just another webinar—it's an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/summit

  ________ This episode is sponsored by FirmRoom. The World's Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

  Get started with your free trial today! ________

Episode Chapters:

[00:01:30] – Hugh's background and the founding of Bain's PE practice

[00:03:00] – Evolution from buyouts to a broad private assets approach

[00:04:30] – Bain's entrepreneurial origins in private equity

[00:07:00] – Commercial due diligence: Bain's unique differentiator

[00:12:30] – Market valuation trends and EBITDA multiples over 30 years

[00:14:30] – Industry sector evolution: from industrials to tech and healthcare

[00:20:00] – The impact of software and growth on value creation

[00:22:30] – Changes in deal sourcing: proprietary to competitive

[00:24:30] – Rise of private credit and changes in deal structuring

[00:29:30] – Value creation strategies: growth vs. cost-cutting

[00:33:00] – Buy-and-build strategies and integration challenges

[00:55:00] – Role of AI and advanced analytics in deal execution

[01:00:00] – Growth of private markets and increased retail access

[01:04:00] – Common mistakes PE firms make during acquisitions

Ben Beller, Partner at Sullivan & Cromwell LLP

Ben Beller, Partner at Sullivan & Cromwell LLP, joins the podcast to walk through how companies can strategically navigate bankruptcy and restructuring during M&A. Drawing from experience on major cases like FTX and Silicon Valley Bank, Ben shares practical insights into Chapter 11 processes, planning strategies, liability management transactions, and how buyers can successfully acquire distressed assets. A must-listen for corporate development professionals, acquirers, and M&A legal teams looking to build competency around distressed transactions.

Things you will learn:

• The differences between Chapter 7, 11, and 13 bankruptcies and when to use each

• How liability management transactions work and their growing role in restructuring

• What buyers need to know about acquiring businesses in bankruptcy

_______________

This isn't just another webinar—it's an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now

________ This episode is sponsored by FirmRoom. The World's Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today! ________

Episode Timestamps:

[00:04:00] Ben Beller's background and major bankruptcy cases (FTX, SVB, Mallinckrodt)

[00:07:30] Chapter 7 vs. Chapter 11 – key differences

[00:11:30] Signs companies should begin planning for bankruptcy

[00:14:00] Prepackaged vs. prearranged vs. freefall bankruptcies

[00:17:30] Importance of lender relationships and communication

[00:22:00] Role of private credit and debt trading in distressed situations

[00:28:00] Liability management transactions explained: dropdowns, up tiers, and more

[00:35:00] Trends in liability management and how they defer bankruptcy

[00:41:00] M&A in bankruptcy: How buyers can seize opportunities

[00:46:30] Understanding stalking horse bids and auction dynamics

[00:54:30] Common mistakes in buying businesses out of bankruptcy

[01:01:00] Bankruptcy reform trends and cost implications

Ashish Achlerkar, Founder and Chairman at NearU

Starting a business from scratch is challenging, but Ashish Achlerkar, Founder and Chairman of NearU, took a unique path—leveraging M&A as a tool for entrepreneurship. In this episode of the M&A Science Podcast, Ashish shares how he transitioned from investment banking to building a multi-state, multi-million-dollar business in the skilled trades industry.

Ashish's journey is a masterclass in leveraging M&A for business expansion, focusing on strategic acquisitions, cultural alignment, and operational efficiency to build a thriving company in an industry ripe for disruption.

Things you will learn:

• Entrepreneurship through acquisition – Why M&A is a tool, not an end goal

• How to evaluate industries for acquisition – Why the skilled trades industry was the perfect fit

• Building a scalable business post-acquisition – The importance of training and technology

• Working with private equity – How to find the right partner and maintain control

This isn't just another webinar—it's an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now

Episode Timestamps:

• [00:01:30] Ashish's Journey from Banking to Entrepreneurship

• [00:02:30] Lessons Learned from the Entrepreneurial Journey

• [00:07:00] Defining Purpose and the 'Why' Behind Entrepreneurship

• [00:10:30] Making the Leap from Corporate to Startup Life

• [00:13:00] Selecting a Sector Through First Principles Thinking

• [00:18:00] Building the Investment Thesis for NearU

• [00:26:30] Executing the First Deal with a Bootstrap Approach

• [00:31:30] Sourcing Deals Through Relationships & Reputation

• [00:37:00] Challenges in Early and Scaling Phases

• [00:40:00] Working with Private Equity While Preserving Vision

• [00:48:00] Final Reflections: Transparency, Integrity & Doing the Right Thing