The Handbook of Financing Growth: Strategies, Capital Structure, and M&A Transactions, Second Edition

CHAPTER 7

Expert Support—The Players and Their Roles

In addition to the management team, there are a number of people who are critical to developing and executing the financing plan and therefore are essential elements to a successful company. These people include counsel (i.e., lawyers), directors, investment bankers, accountants, and consultants /advisers. Understanding the roles of these people and what should be expected from them is the topic of this chapter.

COUNSEL

Counsel is a critical member of your strategic and financial planning team. As management considers its financing alternatives and potential actions, it needs to understand the issues and ramifications. Your lawyer should be experienced with transaction structuring and securities law issues, and should be someone whose judgment you value and trust. There are many issues that arise out of various corporate financing actions that will not be contemplated by management until counsel makes management aware of the consequences. Counsel needs to be well respected and experienced, and have the skills to help management wade through unexpected issues that invariably will arise. As counsel contemplates the deal structures and legal issues, it is helpful for the CEO to provide a full brief regarding the business strategy and strategic focus so that the terms of deal are in sync with the long-term needs of the business and shareholder(s).

Counsel has to be a confidant, someone with whom management can discuss ideas, ...