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Stacia Buechler, a partner at Taft Stettinius & Hollister LLP, says that people don’t always realize how merger and acquisition work takes several different forms apart from the deal itself.
“M&A activity often involves lots of different kinds of commercial partnerships, commercial joint ventures and things like that that may not fit the bill of what we think of in the traditional sense of ‘I’m just doing a deal, I’m doing this for 90 days, and I’m starting here and I’m closing here,’” she said.
The Indiana Lawyer asked Buechler, a member of Taft’s Business and Mergers and Acquisitions groups and leader of the firm’s Commercial Transactions practice area, to share some of her experiences.
How did you come to be involved in merger and acquisition work?
I’ve been involved in mergers and acquisitions work since I started practicing. I started at a firm in Chicago and practiced in all types of business work, so corporate formation, some real estate and then mergers and acquisitions from the very beginning.
What about it interests you?
It’s taking something overwhelming, a target of accomplishing a deal, and breaking it down into understandable steps for clients so that they can understand why we’re doing each step and why we’re entering into every agreement, and translating it in a manner that actually applies to their business and helps them see it less as just a legal function and [more] an actual commercial transaction they’re entering into.
What kind of M&A work are you best known for?
For a number of years, most of my M&A experience was in private equity M&A, primarily representing the private equity sponsors themselves and acquiring and divesting their portfolio companies. I probably have 15 years of experience in that.
Today, most of my M&A activity focuses on strategic transactions, so corporate M&A where they may be making strategic acquisitions, divestitures, or different kinds of commercial strategic partnerships, like joint ventures.
What caused you to shift from private equity to corporate M&A work?
I think just an interest in the commercial side of mergers and acquisitions, rather than what I would consider as the financial side. Corporate M&A are strategic buyers, and so there’s usually a commercial reason for divesting a business unit or growing a business unit through acquisition and not organically starting it from the ground up. I’m just interested in the commercial aspect of that corporate M&A and why they might be moving in a strategic direction to actually acquire another business.
What’s the biggest deal you’ve worked on?
Deals of every shape and size — with a firm like Taft, we see 10-figure transactions, and we also see much smaller transactions. And so, especially in the strategic side of things, you could have a deal that might be a six-figure purchase price, but it has such a critical strategic component to the company, either buying it or selling it. To them, it could, in the next year, be a 10-figure benefit to their bottom line.
What are the keys to closing a deal?
Listening to what the clients want, what the opposing party really wants, and being willing to move away from the M&A playbook and the M&A checklist to actually get the clients the deals that they want and need.
I would also say listening to ensure understanding, asking the clients the right questions to make sure that they’re understanding the legal advice and that it actually applies to their goals.
What are the biggest lessons you’ve learned?
Not to take things at face value. What might seem like the most important thing in a deal, if you dig deeper and ask more questions, oftentimes, is not. It’s easy to see sort of the red herring that might distract you in a transaction when the real issue to solve is over here. So just not taking those things at face value and digging deeper and asking questions to make sure that you’re, from a legal perspective, moving everything in truly the right direction.
What’s your best advice for aspiring M&A attorneys?
Be curious. It’s not about learning how to draft a merger agreement, it’s about learning how to understand a business and to translate it in your mind into the legal concepts that you need to know to help that business either sell or be acquired. So being curious, asking questions to learn the client’s business as if you’re buying it yourself someday, and not just learning enough to be able to, like, check things off of your checklist.
Curiosity is one of the most important skill sets that, when people ask me what a good lawyer needs, I rarely ever say it’s a 4.0 [GPA]. I just say it’s curiosity, really being willing to peel back the layer of the onion to figure out the real legal problem that you need to solve, not the one you think you need to solve.
What are your best M&A predictions for the coming year? What sectors do you think will heat up or cool down?
I think that you’re going to see a rise in corporate M&A. I think a lot of corporations still have cash on their balance sheets.
We’re also obviously going to have a healthy dose of volatility as the capital markets try to figure out some of the obvious unknowns, like tariffs or the applicable regulatory scheme to a business. So that’s going to certainly translate into volatility in the M&A world. But my opinion is that corporate M&A will likely remain strong in 2025.
Certainly global manufacturing is taking the brunt of the unknowns with respect to tariffs, and I do question whether or not the market will want to see some steadiness there and less volatility in the application of the tariffs before you’ll see a lot of M&A activity in global manufacturing.
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