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A core conflict exists between buy-side and sell-side incentives. A banker's goal is the transaction itself, as their job ends at close. In contrast, a corporate development professional's reputation and career depend on the long-term, post-close success of the acquired asset.

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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.

Contrary to common buy-side tactics, Booz Allen advises unrepresented founders to hire investment bankers, even in proprietary processes. They find that bankers professionalize diligence, manage seller emotions, and accelerate the timeline, making the deal smoother for both sides.

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.

The commonly cited 50% M&A failure rate is an understatement. Data suggests it's closer to 90%, primarily because buyers react to inbound deals from bankers. These opportunities rarely align with the buyer's predefined strategic priorities, leading to poor outcomes.

Moving from investment banking to an in-house corporate development role shifts the focus from advising on a transaction to owning its outcome. The success of a deal is ultimately measured by the successful integration and realization of synergies, rendering the initial price irrelevant if value isn't created post-close.

Founders who wait until they need to sell have already failed. A successful exit requires a multi-year 'background process' of building relationships. The key is to engage with SVPs and business unit leaders at potential acquirers—the people who will champion the deal internally—not just the Corp Dev team who merely execute transactions.

Corporate Development facilitates M&A but should not be the "sponsor." The true sponsor is the internal leader from product or engineering who will own the acquisition's success post-close. This distinction ensures clear accountability and prevents deals that lack a dedicated internal champion.

In a competitive M&A process, investment bankers may give preference to private equity firms because they represent future deal flow (selling portfolio companies). A strategic acquirer lost a deal despite a higher valuation because of this dynamic. Strategics should recognize this bias and preempt processes when possible.

Corporate development teams prioritize financial metrics like IRR, which can kill a strategically sound deal. To succeed, sellers must get an internal sponsor from a business unit who has a strategic "hole to fill." This operator becomes the champion who advocates for the deal's value.

To ensure long-term thinking, Hillpointe's development teams are primarily incentivized with a share of the fund's overall profit. This structure discourages pushing through bad deals just to earn a closing bonus, aligning the acquisition team's interests with the long-term success of the investment.