This article is the second part of a two-part series. In the prior article, I discussed flaws in the M&A deal process that has led to litigation. When litigated, independent valuation analysts are hired to serve as expert witnesses and to provide an opinion of fair value.
Fairness opinions for M&A transactions may be provided by either an investment banker or an independent valuation analyst. When M&A transactions are disputed, an independent valuation analyst (“valuation analyst”) hired by counsel to plaintiffs (or respondents, in the case of appraisal rights) may discover certain analysis performed by the investment banker that is unsupported.
This discussion focuses on the following topics:
- Fairness opinions – differences between the role of the valuation analyst and the investment banker
- M&A deal process – the role of the investment banker beyond the fairness opinion
- Disputed transactions – the role of the valuation analyst as expert witness opining on fair value
- Disputed transactions – examples of flaws in the investment banker’s analysis for the banker’s fairness opinion
Fairness Opinions for M&A Transactions
Valuation analysts may be retained to provide fairness opinions for private company M&A transactions. Many private companies conduct the transaction with in-house staff, or they may be owned by a private equity firm that has M&A expertise.
When a private company is experienced in negotiating M&A transactions, it may be capable of handling the deal process. In those circumstances, a fairness opinion may only be needed for a particular transaction.
Valuation analysts are not advocates for either the potential acquirer or the target company. Consequently, analysts do not accept contingency or performance-based fees as investment bankers do. Instead, fees are typically based on an agreed-upon budget or standard hourly rates. Such fees are usually significantly than the contingency fees charged by an investment banker.
The valuation analyst’s fairness opinion typically consists of a written opinion, and may be accompanied by a financial analysis that includes a range of value. The business valuation approaches (i.e., income approach, market approach, and/or asset-based approach) applied by the analyst are often the same approaches applied by the investment banker.
Unlike the investment banker, the development and the reporting of the valuation analyst’s analysis and work product typically complies with promulgated professional standards. These promulgated standards may include the Statement on Standards for Valuation Services or the International Valuation Standards.
In some cases, publicly traded companies, or private companies that are targets of a public company acquisition, may retain an investment banker to provide M&A advisory services, as opposed to a valuation analyst. This is typically because of the need for additional services including management of the deal process, soliciting bids, and negotiating the terms of the transaction.
M&A Deal Process: The Role of the Investment Banker
The investment banker’s role in M&A transactions may vary based on several factors. The following discussion summarizes some of these factors.
- Were the wheels already set in motion when the investment banker was hired, and was an acquirer nearly decided upon? If so, the investment banker’s role may be confined to managing the rest of the deal process and providing a fairness opinion. Sometimes, when the overture is from a strategic acquirer, the target company already knows the suitor company well. In this case, the investment banker will be used more as a reality check:
- to provide confirmatory analysis; and
- to evaluate the risk and reward of competing offers.
- Was the target company desirous of being acquired, and had it already been approached by a suitor company? If the client intends to be sold and no suitors have been identified, or they have but discussions have not commenced, then the investment banker’s role will be far more extensive. Investment bankers will evaluate bids, which is referred to as buyer qualification, and may involve determining whether the bidders are:
- experienced in making acquisitions, which can affect the speed of the deal process;
- a good strategic fit, which may lead to a higher bid; and
- including contingencies.
During the due diligence process, the target company’s investment banker can weed out bidders who may be “phishing,” where bidders have no intention of making the acquisition, but rather want access to competitive information via the bidding process. One procedure for rooting out this type of potential suitor is monitoring the data room for how long they spend on particular documents, such as the customer lists, and how little time they spend on other documents that a serious acquirer would ordinarily inspect at length.
- Is the target company or the suitor company experienced with M&A? If management is inexperienced, the investment banker will need to spend much more time coaching management, being more involved with negotiations, and assisting with making financial projections.
- Is there a need to accelerate the completion of the transaction? This factor can be a consideration when deciding whether to conduct an auction or a more targeted, high-level solicitation. The more entities poking around in the virtual data room, the longer it takes to complete a transaction.
- Is the best strategic fit with one or two companies as suitors, or is a more competitive bidding process best? It is said that the auction process often produces the highest price. However, there are other important considerations, such as the length of the deal process, which may be longer for an auction. During that time, unforeseen economic events could lead to a lower stock price and a lower resulting takeout price.
Additionally, the more bidders that are involved, the higher the risk that the negotiations will be leaked to the public, leading to a higher stock price of the target (if publicly traded), and potentially spooking suitors. Another risk is that leaks can stoke fear in a company’s suppliers and customers that their treatment under the merged entity will not be the same.
A longer sales process can lead to employees resigning out of fear of losing their jobs. This could also kill a deal, because employees are part of the value of any company.
- How much of the synergies are included in the acquisition price premium offered by the preferred bidder? The acquirer will usually pay a price premium that is less than projected synergies, which is a reasonable posture because otherwise there is no value to the deal for the acquirer.
- Are private equity funds potential acquirers? Every private equity fund has a target internal rate of return (“IRR”). Knowing that IRR, the banker can model five to six years of cash flow projections (a typical investment holding period for a private equity company M&A transaction), make an assumption about an appropriate exit multiple, and backsolve for the acquisition price and implied pricing multiple that would allow the fund to achieve its targeted IRR. Such an analysis would help the target company:
- estimate the price that the private equity fund may be willing to pay; and
- compare that price to offers made by strategic buyers.
- Are any of the final bidders insisting on a stock-for-stock transaction? If so, the investment banker will evaluate both the target company and the acquirer company. The range of value for each company will be used to determine the exchange ratio, or if an exchange ratio has already been agreed upon in principle, to determine if the exchange ratio is fair. Because the acquirer’s stock is the currency with which it will pay the merger consideration, the banker will assess whether the acquirer—and the resulting merged company—is a solid long-term investment.
- How difficult will post-acquisition integration be? Achieving synergies depends on the success of post-merger integration. Investment bankers retained by the acquirer company rather than the target company may also assist with identifying pitfalls to post-acquisition integration. Information technology infrastructure is usually a big part of post-merger integration. The cultural fit is important—some companies have a “coat and tie” culture while others are more informal. Organizational charts are a consideration—the target company may have a simple structure where each employee reports to only one superior, unlike the acquirer. Ignoring the cultural fit can lead to employee defections after the merger.
Disputed Transactions: The Role of the Valuation Analyst
Investment bankers are not typically retained to prepare expert analyses and expert reports—or to provide expert testimony—in connection with litigated M&A transactions. However, the investment banker may be required to testify as a fact witness if the banker provided advisory work and/or a fairness opinion in the disputed M&A transaction. When a valuation analyst is retained as a testifying expert in a disputed M&A transaction, the work product typically consists of a written valuation expert report with exhibits. The valuation analyst’s expert report and exhibits may be more comprehensive than either the investment banker’s work presented in the proxy materials or the investment banker’s materials presented to the board of directors or the special committee.
Settlement discussions may occur in the litigation after the exchange of expert reports. If a settlement is not reached after the exchange of expert reports, each expert may be asked to analyze the work of the opposing expert—and to prepare a rebuttal report. Rebuttal reports respond to the analyses, inputs, and opinions of the expert hired by the opposing party. If a settlement still has not been reached, then deposition testimony, and potentially trial testimony, will follow.
There may be differences in the valuation inputs selected by valuation analysts serving as experts in litigation versus those selected by investment bankers retained for M&A. Among these differences is the valuation date. The valuation date applied by the valuation analyst may be the date the subject transaction closed. The valuation date applied by the investment bankers may be the date the transaction was approved by the board of directors. Due to the passage of time between the two valuation dates, there may be differences in the valuation variables applied by the investment banker versus the valuation variables applied by the valuation analyst. Some of these differences, like the present value discount rate and the debt-to-equity ratio, may be material.
Another difference is the quality of the analysis and the work product. The investment banker’s work product may be produced by bankers who do not have technical training in valuation practices and standards. This lack of valuation training may lead to unsupported judgments, for example, the selected cost of debt for the weighted average cost of capital calculation. The investment banker may ask one of the bank’s fixed-income traders or credit analysts what rate they would charge to the target company. In contrast, the valuation analyst may estimate a cost of debt based on an extensive analysis of market-based yields of guideline debt securities. The valuation analyst may also estimate a weighted average market-based yield if the target company has diverse business units with different credit profiles and different costs of capital.
Disputed Transactions: Examples of Potential Flaws in the Investment Banker’s Fairness Opinion Analysis
In many transactions, the investment banker’s presentation to the special committee or to the entire board of directors—often referred to as the “banker book”—is not required to be disclosed to investors. However, in a merger dispute, the discovery process often reveals both the final banker book and any prior drafts. Differences between drafts and the final analysis may be justified, but these differences may also raise questions.
The valuation inputs used by the investment banker in the fairness opinion analysis may be different from those of the valuation analyst if the transaction is disputed. The same is true for the valuation analysts hired by each opposing side. The following list presents some of the potential differences or, in some cases, flawed analyses:
- Justification for the selected beta – If the target company was publicly traded, there may be a question as to why the investment banker selected a beta based on either comparable or guideline publicly traded companies—rather than the target company’s own beta. The time horizon for the selected beta (i.e., one-year, two-year, five-year) may also be a question. The usage of a Barra beta has in certain cases been rejected in judicial opinions.
- Capital structure – The capital structure used by the investment banker may be disputed. For example, the investment banker may select a capital structure based on an “optimized” capital structure, rather than the target’s actual capital structure, at the time the deal was approved. In contrast, the valuation analyst may base the analysis on the target company’s actual capital structure as of the unaffected date.
- Long-term growth rate – Investment bankers and valuation analysts may disagree about the expected long-term growth rate. Whether the expected long-term growth rate should reflect only inflationary growth or include real growth may be debated.
- Selection of comparable or guideline companies and transactions – The investment banker and the analyst may disagree on the companies that should be considered in a market approach analysis. In litigation, the court has the final say on which, if any, of the guideline companies are appropriate.
These are only some of the inputs that may be disputed. Others include the equity risk premium (historical v. supply-side), the cost of debt, adjustments—such as an underfunded pension plan and tax credits—and tax rate applied to financial projections.
 Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., 210 A.3d 128 (Del. 2019).
 In an opinion by Judge Andre Bouchard of the Delaware Court of Chancery, he wrote that, “Barra calculates predicted, forward-looking betas using a proprietary model designed to measure a firm’s sensitivity to changes in the industry or the market….In Golden Telecom, this Court expressed similar concerns when it rejected the use of Barra beta because Barra did not publicly disclose the weight of each factor used in its proprietary model, did not explain the changes in different versions of the model, and because the expert who relied upon it did not fully understand all details of the model…. The Court emphasized that it was not rejecting the use of Barra beta in all cases, but noted that a record of how Barra beta works and why it is superior would be a necessary prerequisite to its adoption in other appraisal cases.” IN RE Appraisal of DFC Global Corp., Consolidated C.A. No. 10107-CB (Del. Ch. July 8, 2016): 20-23.
What is the difference between investment banking and M&A? ›
In general, investment bankers earn the majority of their paycheck from a success fee. This fee usually establishes the value floor below which they will not work. M&A advisors act as deal partners, and often work with clients to prepare them for their exit.What role do investment banks play in mergers and acquisitions? ›
What is M&A investment banking? The role of bankers in M&A deals (M&A banking) is to advise other companies and execute transactions where the owners sell their business to buyers, acquire smaller companies (targets), and divest or acquire specific divisions or assets from other companies.What are the roles and responsibilities of an investment banking analyst? ›
Investment banking analysts conduct research and review financial information as well as market trends. They create and implement financial models to review deals and determine profitability. They oversee merger-and-acquisition, and supervise IPOs and private-equity settlements.What is the difference between private and investment banking? ›
Private equity firms collect high-net-worth funds and look for investments in other businesses. Investment banks find businesses and then go into the capital markets looking for ways to raise money from the investment crowd.How do investment banks make money from M&A? ›
Investment banks earn commissions and fees on underwriting new issues of securities via bond offerings or stock IPOs. Investment banks often serve as asset managers for their clients as well.What is a common evaluation that investment bankers M&A use? ›
Multiples of EBITDA are the most common valuation method.What are the three major functions of an investment banker? ›
Broadly investment bankers (investment banking firms) perform three functions: Investigation, Analysis and Research (Origination), Underwriting (Public Cash offerings) and Distribution.Who plays a large role in facilitating the mergers and acquisitions and corporate restructuring? ›
They act as a financial advisor (and/or broker) for institutional clients, sometimes playing the role of an intermediary. Investment banks also facilitate corporate reorganizations, including mergers and acquisitions.
Both investment bankers (sell-side) and private equity professionals (buy-side) build M&A models for transactions. The bankers will prepare a model that's shared externally with potential acquirers of the business, which means the model must be extremely presentable and easy for other parties to understand and use.What is business analyst in investment banking? ›
An investment banking analyst works with an investment banking team and has accounting, financial modeling, project financing, project valuation, and financial statement analysis skills. In addition, this analyst has deep knowledge of Excel, and they are good at VBA to analyze the market data and financial modeling.
What does an investment banking analyst make? ›
The average salary for a investment banking analyst is $95,200 per year in the United States. 278 salaries reported, updated at July 22, 2022.What does an investment banking analyst do in a day? ›
#1 – Meetings and Calls
Though it may sound trivial, meetings and calls required for each transaction are a large part of an investment banking analyst's day. Analysts may have their entire day booked with meetings and calls, leaving only the night to get any “real work” done.
Therefore, private equity allows investors to finance the development of private companies and benefit from their success long after the investment decision has been made. Corporate mergers and acquisitions (M&As) are corporate transactions whereby one company merges with, or purchases the assets of, another company.Do investment bankers make more than private equity? ›
The bottom line is that yes, the pay ceiling is higher in private equity, and there are MDs and Partners who earn many times – sometimes hundreds of times – what MDs in banking earn.What is the difference between wealth management and investment banking? ›
Wealth management is focused more on personal service of individuals, while investment banking clients are primarily corporations. There is frequently some overlap between the operations of investment bankers and wealth management firms.Which of the following actions are the responsibility of an investment bank? ›
Which of the following actions are the responsibility of an investment bank? Distributing large blocks of stock to the public and to institutions.Why is investment banking important? ›
Investment banks employ trained bankers for the execution of transactions to maximize revenues. Investment banks act as a bridge between large enterprises and investors. The primary role of an investment bank is to advise government and businesses on how to meet their financial needs and help procure their finances.What are the benefits of investment banking? ›
- Benefits: Standard health-care, dental, vision and prescription-drug benefits and a 401(k) plan are common. ...
- Other incentives: Can include access to the company gym and discounts on museum, sports and theater tickets.
HR plays a pivotal role during the whole deal. Mainly, HR is tasked with the due diligence process, which aims to look at possible pitfalls of the merger or acquisition on a talent level. If you have two organizations that have cultural conflicts, they need to be addressed up top if everything is to go over smoothly.What are the three types of restructuring strategies firms use? ›
The three types of restructuring strategies: downsizing, downscoping, and leveraged buyouts.
Who is involved in mergers and acquisitions? ›
Every M&A transaction involves at least one purchaser, or buyer, the party that will be making the acquisition. This is the person (i.e., individual or company) that signs the purchase agreement, pays the purchase price and which, after closing, directly or indirectly, owns or controls the target company or its assets.How much do investment banks charge for M&A? ›
In general, the smaller the transaction, the higher the percentage fee will be. Roughly speaking, fees for a $10 million deal might range from 5-8%, fees for a $20 million deal might range from 4-6%, fees for a $50 million deal might range from 2-4%, and fees for a $100 million deal might range from 1-3%.How do I become an M&A investment banker? ›
There is a relatively straight route up the career ladder in M&A. You start out at analyst level for three years, move up to associate for three years, then vice president, director (or executive director, depending on the bank) and managing director.How much do M&A analysts make? ›
Salary Ranges for Mergers and Acquisitions Analysts
The salaries of Mergers and Acquisitions Analysts in the US range from $55,870 to $187,200 , with a median salary of $115,820 . The middle 60% of Mergers and Acquisitions Analysts makes $115,820, with the top 80% making $187,200.
|Business Analyst||Financial Analyst|
|Ensure cost-effectiveness and resource allocation||Create activities and policies that will help boost financial growth|
|Performance monitoring and project management||Explore various investment strategies.|
The average salaries for business analysts and finance analysts differ based on the company they work for, the location they work in and the amount of professional experience they have. Typically, business analysts make an average of $79,433 per year , whereas a financial analyst makes an average of $71,511 per year .Which one is better business analyst or data analyst? ›
Data analysts tend to work more closely with the data itself, while business analysts tend to be more involved in addressing business needs and recommending solutions. Both are highly sought-after roles that are typically well-compensated.How much does a first year analyst at Goldman Sachs make? ›
In 2021, Goldman Sachs and JP Morgan are each preparing to pay out larger-sized bonuses to their investment bankers, with practically all investment banks following suit. For instance, Goldman Sachs is expected to raise base salaries for their entry-level investment banking analysts from $85,000 to $110,000.Why do investment bankers make so much money? ›
On a deal, the client pays for those. And even if the client didn't pay, these expenses are nothing next to multi-million dollar fees. Investment bankers make a lot of money because they sell companies for huge amounts of money while earning a generous commission and spending hardly anything in the process.How much does an analyst at Goldman Sachs make? ›
Goldman Sachs joins Wall Street rivals in boosting junior banker salaries. First-year analysts, the most junior of investment bankers who are typically recent college graduates, will be paid a $110,000 annual base salary, up from $85,000, according to a person with knowledge of the changes.
Is a financial analyst an investment banker? ›
A “financial analyst” is a broad term that covers many different types of careers, whereas an investment banker works in a specific area of finance (investment banking) that advises clients on mergers, acquisitions, and capital raising. Investment banking analysts are a type of financial analyst.Is being an investment banking analyst Hard? ›
It is extremely hard to become an investment banking analyst. You need the right education, the right connections, and the right personality. And, that is just to get your foot in the door.What is private equity in mergers and acquisitions? ›
What Is Private Equity (PE) And How Does It Work? Definition of Private Equity: Private equity firms raise capital from outside investors, called Limited Partners (LP), and then use this capital to buy companies, operate and improve them, and then sell them to realize a return on their investment.What is private equity merger & acquisition? ›
In a highly competitive business world, private equity firms and public and private companies are looking for every growth opportunity they can possibly pursue. This includes acquiring other companies, merging with actual or potential competitors, or divesting assets that no longer deliver value.What do private equity analysts do? ›
What Does a Private Equity Analyst Do? A private equity analyst is hired by a private equity firm to improve profit and maximize an investment portfolio. As a private equity analyst, you use modeling techniques to weigh the pros and cons of investments in finance.How much do investment bankers make at Goldman Sachs? ›
Goldman Sachs Salary FAQs
The average salary for an Investment-Banker is $100,891 per year in United States, which is 29% lower than the average Goldman Sachs salary of $143,099 per year for this job.
In private equity, you'll work hard, but the hours are not nearly as bad. Generally the lifestyle is comparable to banking when there is an active deal, but otherwise much more relaxed. You usually get into the office around 9am and may leave between 7pm-9pm depending on what you're working on.What is the highest paying job in finance? ›
- Investment banker. National average salary: $66,784 per year. ...
- Information technology auditor. National average salary: $101,751 per year. ...
- Compliance analyst. National average salary: $59,016 per year. ...
- Financial advisor. ...
- Insurance advisor. ...
- Financial analyst. ...
- Senior accountant. ...
- Hedge fund manager.
Throughout your career, you are likely to earn 77% more in bonus payments working for an investment bank than an equivalent level role in asset management, according to research from real-time salary data specialists Emolument.com.Is asset management better than investment banking? ›
Compensation in investment banking is, on average, higher than compensation in asset management. Out of undergrad, research analysts/associates in AM make slightly less than their banking peers, with investment banking analysts making around $130k.
What is the difference between investment management and asset management? ›
Asset managers and investment managers both aim to make decisions that earn their clients the most profit possible. Asset management focuses on handling a client's physical assets, while investment management is a more general term for handling a client's investments.How do I become an M&A investment banker? ›
There is a relatively straight route up the career ladder in M&A. You start out at analyst level for three years, move up to associate for three years, then vice president, director (or executive director, depending on the bank) and managing director.Is M&A a good career? ›
Mergers and Acquisitions is one of the topmost favored careers in any company/investment bank. M&A models are one of the most complex financial models built in the industry since it analyses two companies at a time and tries to build synergies among the two.How much do investment banks charge for M&A? ›
In general, the smaller the transaction, the higher the percentage fee will be. Roughly speaking, fees for a $10 million deal might range from 5-8%, fees for a $20 million deal might range from 4-6%, fees for a $50 million deal might range from 2-4%, and fees for a $100 million deal might range from 1-3%.What is the difference between a business broker and an investment banker? ›
Overall, an investment banker will offer a much higher touch and customized approach for a seller while a broker will work on smaller deals and the approach is more like a commercial real estate process at times.Why would an investment bank be interested in M&A? ›
Investment banks do this by helping companies with mergers and acquisitions, manage capital, and or underwrite debt. Invest banks can also help companies do things like issue stock. In short, investment banks operate as a way for large entities—whether they be corporate or governmental—to make big financial decisions.Do you need CFA for M&A? ›
1. Neither a CFA nor an MBA is mandatory for a career in M&A.What do bankers do during a buy side M&A deal? ›
Both investment bankers (sell-side) and private equity professionals (buy-side) build M&A models for transactions. The bankers will prepare a model that's shared externally with potential acquirers of the business, which means the model must be extremely presentable and easy for other parties to understand and use.How much do M&A analysts make? ›
Salary Ranges for Mergers and Acquisitions Analysts
The salaries of Mergers and Acquisitions Analysts in the US range from $55,870 to $187,200 , with a median salary of $115,820 . The middle 60% of Mergers and Acquisitions Analysts makes $115,820, with the top 80% making $187,200.
Mergers and acquisitions analysts do most of the preliminary legwork for potential deals. They analyze industry prospects by gathering information about growth, competitors, and market share possibilities. They also review company fundamentals and financial statements.
How do I prepare for M&A interview? ›
- Background of team (find them on LinkedIn etc.)
- Specific deals they have worked on and the complexities of the deals.
- General background on the business.
- Understanding of who the main competitors are as a general and also on deals.
Legal fees are among the top costs in mergers and acquisitions (M&As): where an accounting firm may charge up to $75,000 to advise in an M&A transaction, a law firm may charge more than $100,000.How much does an investment banker charge? ›
Divestopedia Explains Investment Banker Fee
All of these compensations can amount anywhere between three to 10 percent of the total capital raised, or the value of the M&A deal.
Most M&A advisors charge up-front fees, sometimes called a retainer, in addition to a success fee. Some may also charge a monthly retainer. Typical success fees range between 2% and 8%.What is an M&A investment banker? ›
Bankers in M&A, or mergers and acquisitions, are the embodiment of the investment banking dream. These are the men and women in the sharp suits and stiletto heels who travel the world brokering deals that make and break companies. In the process, they shape global capitalism. M&A bankers are professional advisors.What is the difference between corporate finance and investment banking? ›
A corporate finance professional deals with day-to-day financial operations and handles short- and long-term business goals, while an investment banker focuses on raising capital. The academic and experience credentials necessary to become an investment banker are higher than for most corporate finance positions.What is the difference between financial advisor and investment banker? ›
Financial advisors' clients typically are individuals or couples, whom they help with their personal finances. Investment bankers work more often with corporate clients, providing guidance and support for certain types of transactions.