Veteran dealmaker Andy Cohen argues against a "win-at-all-costs" mentality in M&A. True success, particularly in tech deals where talent is key, comes from ensuring the acquired team feels the outcome is fair and their future is promising. If one side feels they lost, the integrated entity will fail.
When a large company acquires a startup, the natural tendency is to impose its standardized processes. Successful integration requires a balance: knowing which systems to standardize for leverage while allowing the acquired team to maintain its freewheeling, startup-style execution.
Alex Bouaziz's core M&A principle, learned from his father, is to optimize for long-term satisfaction over short-term leverage. Even when holding the upper hand in negotiations, he structures deals to be fair for both sides. The goal is for both the acquirer and the acquired founder to look back in five years and feel the deal was a great outcome, ensuring better integration and alignment.
Despite public drama, OpenAI's restructuring settled based on each party's leverage. Microsoft got a 10x return, the foundation was massively capitalized, and employees gained liquidity. This pragmatic outcome, which clears the path for an IPO, proves that calculated deal-making ultimately prevails over controversy.
Many M&A teams focus solely on closing the deal, a critical execution task. The best acquirers succeed by designing a parallel process where integration planning and value creation strategies are developed simultaneously with due diligence, ensuring post-close success.
Palo Alto Networks' M&A playbook defies convention. Instead of integrating an acquisition under existing managers, they often replace their own internal team with the acquired leaders. The logic is that the acquired team won in the market with fewer resources, making them better equipped to lead that strategy forward.
Deals fail post-close when teams confuse systems integration (IT, HR processes) with value creation (hitting business case targets). The integration plan must be explicitly driven by the value creation thesis—like hiring 10 reps to drive cross-sell—not a generic checklist.
Andy Cohen recounts walking away from a deal post-LOI after the target tried to renegotiate terms to favor preferred shareholders over common employees. Even though F5's economics were unaffected and lawyers offered indemnification, the company refused to be associated with such practices, prioritizing ethical principles and reputation over closing the deal.
During a merger, prioritize people over process. Technical integration is secondary to building trust between teams. Use simple, cultural activities like joint happy hours and "show-and-tells" about the tech stack to humanize the engineering effort and foster empathetic collaboration early on.
When acquiring a business, don't rely on a single outcome like achieving a growth target. Instead, seek assets that offer multiple ways to win. Even if the primary goal is missed, the acquired data, technology, or talent could create significant value for other business units, providing built-in insurance for the deal.
Instead of only the buyer investigating the target, successful M&A involves "reverse due diligence," where the target is educated about the buyer's company. This transparency helps the target team understand how they will fit, fostering excitement and alignment for the post-close journey.