The most challenging M&A negotiation often happens internally, not with the seller. CorpDev must convince internal product and engineering leaders to abandon their own projects and commit resources to an acquisition, especially when it directly replaces an in-house effort. Gaining this buy-in is critical for success.
Don't just hand an integration plan to functional leaders post-close. Involve them early in the process as co-architects. Their input is crucial for validating financial models and strategic assumptions, ensuring realistic expectations and fostering ownership of the deal's success.
Before hunting for acquisitions, the internal business owner (deal sponsor) must write a thesis answering "what problem are we solving?" This prevents reactive M&A driven by inbound opportunities and ensures strategic alignment from the start, separating the "why" from the "who."
The foundation of a new M&A function is deep internal alignment. Before looking outward, the first month should be dedicated to interviewing internal product leaders and SMEs to understand the business, product roadmap, and strategic direction from the inside out.
When an acquisition supplants an internal project, the messaging is crucial for morale. Position the internal team's work as a successful R&D phase that validated the market need and informed the "buy" decision. This celebrates their contribution and frames the acquisition as an acceleration of their validated strategy.
To prevent acquisitions from becoming orphaned "CorpDev deals," F5's process requires a senior product manager and a sales leader to co-sponsor every transaction. This ensures operational ownership. The product lead owns roadmap integration, and the sales lead signs up for the revenue target, making the business case tangible.
The difficulty of enterprise procurement is a feature, not a bug. A champion will only expend the immense internal effort to push a deal through if your solution directly unblocks a critical, unavoidable project on their to-do list. Your vision alone is not enough to motivate them.
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.
Approaching the leader of a business unit to propose carving it out is a fatal mistake, akin to 'inviting the turkey to Christmas.' They will naturally be defensive, viewing it as a threat. Instead, initial conversations must target executives *above* the business unit to explore the strategic rationale before involving the person whose division might be sold.
In the final deal approval meeting, require every functional lead (HR, finance, sales, etc.) to present their findings and cast an explicit go/no-go vote. This forces accountability and surfaces last-minute objections, preventing passive dissent where a stakeholder might later claim they were unheard, thus undermining integration.
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.