WEBVTT
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Hello, and welcome to Mitchell Williams Insights, where we discuss legal topics with Mitchell Williams attorneys who bring strategy and experience to the issues many corporate clients are facing.
00:00:12.240 --> 00:00:28.239
Legal support serves as the foundation of private equity deals and mergers and acquisitions, but the most resilient deals require tailored negotiations, thorough due diligence, and informed attorneys who turn complex challenges into simple solutions that stand the test of time.
00:00:28.480 --> 00:00:41.520
Today we're going to hear from attorney John Morgan on the ins and outs of structuring and executing these successful deals and how clients benefit from his experience and the diverse practice areas of a full service law firm.
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Welcome, John.
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Thank you for taking the time to speak with us today.
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Well, I appreciate your time.
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Thanks for having me.
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You joined the firm in October 2025 working in mergers and acquisitions.
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Can you give us an overview of your practice?
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So I do corporate MA.
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I represent buyers and sellers of different types, all kinds of different strategies and targets and what have you, different industries, you name it.
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It must be interesting to work with different clients.
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Are there any common threads among the clients you work with?
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Similarities in size or industry?
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Early in my career, I did a lot of work in energy.
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There is no longer a specific focus.
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And I think that's part of the most fun part of the job, actually, is the variety of it.
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Even with all that variety, is there a question that you hear over and over from clients?
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Yes.
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What would you do?
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I love getting that question, actually, because the best part of my job is true counseling.
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Um and when I get that question, that means I get a chance to actually add some value.
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It probably provides an incredible level of comfort to your clients as well.
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It does.
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It does.
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I don't know if it always makes me feel comfortable, but and what kind of challenges or trends are you helping your clients navigate?
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You know, there are always trends out there.
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A lot of them are market driven.
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Sometimes they are legislative or even maybe a court case or something like that.
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Those are a little fewer and further between.
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So for your clients that are operating in these trending areas, are you offering specific solutions to help them navigate the uncertainties?
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Yes.
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Although I will say I think one of the biggest value adds of a good MA lawyer is making complicated things more simple.
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Right.
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So a lot of these transactions are really, really complicated.
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Um, lots of moving parts, lots of different things arising in due diligence, buyers and sellers want competing things.
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Um, maybe the industry is shifting or something like that.
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And what I find is the more simple you can make the solution and the result, the more long-lasting it is, and really the more value there is to it.
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Aaron Powell Well, I've never thought about it that way.
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Let's talk more about the value of working with a full service firm.
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Not only are you bringing your skill to clients, but you're able to lean on other attorneys who are knowledgeable and experienced in their own practice areas.
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Do clients see the value in the team effort approach?
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Absolutely.
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And I think it's it's a huge component of my practice.
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Um, a lot of times folks will call M ⁇ A lawyers quarterbacks because a huge part of our job is to get issues into the right hands, which sometimes is not us.
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Um, but in any given transaction, you have a variety of different issues.
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They could touch on employment issues or real estate issues or environmental issues, antitrust issues, you name it.
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Um and a full service law firm allows for expertise in each and every one of those areas.
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And so you get a better result, you get a better service.
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And you don't have to engage multiple different law firms to get that result.
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You get it.
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It's a one-stop shop.
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You get it all in one place.
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Well, and not only is it easier on the client, but it surely instills a sense of confidence and trust too.
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I think it does.
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And we see a lot of repeat clients for that exact reason.
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It and it lets us be more efficient, too, because we know exactly who we're working with.
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At what point do you come in?
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Is there a particular event or catalyst that prompts clients to reach out?
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It varies.
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It varies.
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You know, sometimes we come in when the client has just thought of this deal.
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Maybe they've interacted for the first time with a potential seller, or if it's a seller they've been contacted by a potential buyer.
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Other times, for you know, for clients that have done this very often, we come in a little bit later in the process.
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Maybe they have a signed letter of intent or have negotiated some of the core deal terms and now need someone to go execute everything else associated with the deal and make it come together.
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Now, once a client has reached out, whether it's for the first time ever or for a repeat need, is there anything they can do or prepare on their end to help improve their outcomes?
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It's helpful when clients give us some visibility on the commercial side of the negotiation.
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So one of the things that lawyers don't typically negotiate is the price that they're paying that a buyer, for example, is paying to a seller for whatever assets they're buying.
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Um, but it helps us understand what risk mitigation measures we can, can and should fight for in a deal when we know sort of what the price is, how it was come to the background on those negotiations.
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I think along with that, it it's helpful when clients give us visibility into sort of the relationship between the buyer and the seller, particularly in the case of a joint venture, because that's going to be a long-term relationship.
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You know, it they're gonna operate together for for years.
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And so it just helps us, you know, improve our judgment, know what we should and shouldn't be fighting for, what we should and shouldn't ask for when we have that kind of visibility up front.
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I imagine that you spend a lot of your time doing research.
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Oh, we dig a lot.
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We dig a lot.
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Um, but it it really is hit or miss.
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I think rightfully so.
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It's not something that the clients always think about because they're busy having those discussions themselves.
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And so it's kind of it it it in a large sense, it's up to the lawyers to go get what they need.
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And we do that, of course.
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On the topic of research, I'd love to hear how technology is impacting that aspect of your practice.
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Aaron Powell Well, AI is an easy answer here.
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Um I do think the legal services industry is changing, law firms are changing, and if you know, if if they're not, they are certainly gonna be left behind.
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I think Mitchell Williams is doing a great job with that.
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I know we've piloted several different concepts, um, all in an effort to help give more efficient and better advice to our clients.
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Um and I think that's gonna continue to happen as the industry continues to change, all of which is gonna be a benefit to the client.
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Um I think ultimately the advice that lawyers are able to give won't necessarily change, but the speed and the efficiency at which we can do it will improve.
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Are clients coming to you with expectations about AI?
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Aaron Powell We have some clients that require its use, um, and we have others that are somewhat ambivalent to it.
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My personal perspective on it is you know, where it can assist giving wholesome, um, efficient advice.
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That's great.
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It's a great use of it.
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Um, it's certainly not something that we rely on at this point.
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It's certainly an interesting time in technology across the whole spectrum of industries.
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Let's take a step back to the beginning of our talk and dive into the other aspect of your practice, specifically your experience with private equity.
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Sure.
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So uh a large portion of my background is representing very large um private equity buyers and sellers.
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That was my practice for several years before I got here.
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I think it's somewhat unique in the state, and I think it's really well timed in that I have seen a lot of private equity buyers coming in, realizing that there are some great businesses here and they should be investing here.
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And I think, and I hope that the years prove that advice from someone that has been across that table before um is really helpful for the sellers we have here.
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There's some great businesses.
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And when you say this is unique in the state, you're of course referring to Arkansas.
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I think I think Arkansas is a bit of a hidden gem.
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And I think for a long time that was probably a great thing.
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Um but as more and more private equity firms, big to small, start appearing, you know, the the industry itself has sort of burgeoned a little bit.
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Um you see folks needing deals.
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So more the more private equity firms there are, the more deals there are going to be naturally.
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Um and so folks have started to look beyond Texas, for example, which was a huge private equity market and still is, um, into neighboring states.
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And I think that's part of the reason there's been a bit of an uptick in private equity activity in Arkansas.
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And the more successful deals that happen here, I think the more successful deals that will happen here.
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So I think momentum breeds momentum, and you'll start to see that even more.
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That momentum must be exciting to witness.
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Would you walk us through an explanation of what exactly is private equity?
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Tell us a little bit more about that area of law and who you're serving there.
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Yeah.
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So so private equity really, for my purposes, private equity really identifies a type of client, um, a type of business.
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And so it's, you know, a group of managers, if you will, that have a stockpile of money.
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And the goal is to buy businesses, um, sometimes interrelated, sometimes, you know, one particular fund may have maybe several different types of industries that they look at, and through MA activity, grow that business in an effort to then sell the business five to seven years down the road.
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Thank you for that overview.
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So as your career has grown, you've shifted your primary focus from private equity to MA law.
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How has your experience benefited your clients?
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Many times private equity deals have unique circumstances that are different from other types of buyers.
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So where an existing operating business comes in and buys something that, you know, is adjacent to what it's already been doing.
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The intent, for example, is to hold that business and operate it and integrate it.
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Um, that's not always the case with private equity buyers.
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And so some of the issues that those buyers care about may be a little bit different.
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Um, they may have different goals.
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Um, a lot of times there's, you know, an exit that they're looking forward to.
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And um, because of that, there are some different issues.
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So I think there's a lot of value in having someone that has represented those types of clients and understands sort of what they expect in a transaction, um, uh especially when um you're talking about like a local seller that may have never dealt with private equity before.
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Aaron Powell How do you approach these different points of view?
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Are there different solutions for each scenario?
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Sure.
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So for private equity firms that are buy-side clients, um we help them both negotiate, draft and negotiate the transaction documents, run due diligence so that they understand what they're buying ahead of time.
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Um and at times structure that section of their portfolio again with an eye towards a potential exit down the road.
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Um and for sellers, it's mostly the same, although obviously the the growth in the acquisition has already happened and the structure is already there.
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So there we're more focused on selling a particular either portfolio company or maybe a host of portfolio companies that makes up sort of one business.
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Um and buyers there can range from operating companies.
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You could have Fortune 500 companies by, you could have other private equity firms.
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That happens all the time, where private, you know, a company may trade hands a few times as it continues to grow and grow and grow and grow.
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That must be rewarding.
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You've touched on so many client-centered topics today.
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So let's close out our conversation on a more personal reflection.
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What is the most rewarding part of your work?
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What does a great day at the office look like?
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Well, there's a lot of things that could be a great day at the office.
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Um, I think the most satisfying part, I'm a teacher at heart.
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Um, and so when I feel like I have done my job the best is when a client fully understands whatever issues are in front of them and can make a knowledgeable, wise decision based on the advice that we've given.
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And where that really where we know that that's happened is when we have repeat clients and repeat issues, and the client says, I think we should do this.
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And it's they've taken it from exactly what we did, you know, in the past.
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Uh it's really rewarding when that happens.
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John, this has been an eye-opening conversation.
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Thank you for being here today and sharing your insights with us.
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Well, I appreciate your time today.
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Certainly.
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It was a pleasure to be here.
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You've been listening to Mitchell Williams Insights with attorney John Morgan on mergers and acquisitions law.
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To learn more about John's practice and to find other discussions with Mitchell Williams attorneys, visit Mitchell Williamslaw.com.
00:14:36.799 --> 00:14:38.240
Thank you for listening.
00:00:01.040 --> 00:00:12.000
Hello, and welcome to Mitchell Williams Insights, where we discuss legal topics with Mitchell Williams attorneys who bring strategy and experience to the issues many corporate clients are facing.
00:00:12.240 --> 00:00:28.239
Legal support serves as the foundation of private equity deals and mergers and acquisitions, but the most resilient deals require tailored negotiations, thorough due diligence, and informed attorneys who turn complex challenges into simple solutions that stand the test of time.
00:00:28.480 --> 00:00:41.520
Today we're going to hear from attorney John Morgan on the ins and outs of structuring and executing these successful deals and how clients benefit from his experience and the diverse practice areas of a full service law firm.
00:00:41.759 --> 00:00:42.719
Welcome, John.
00:00:43.039 --> 00:00:45.200
Thank you for taking the time to speak with us today.
00:00:45.520 --> 00:00:46.719
Well, I appreciate your time.
00:00:46.799 --> 00:00:47.600
Thanks for having me.
00:00:47.840 --> 00:00:52.240
You joined the firm in October 2025 working in mergers and acquisitions.
00:00:52.399 --> 00:00:54.479
Can you give us an overview of your practice?
00:00:54.799 --> 00:00:56.640
So I do corporate MA.
00:00:56.799 --> 00:01:05.519
I represent buyers and sellers of different types, all kinds of different strategies and targets and what have you, different industries, you name it.
00:01:05.840 --> 00:01:08.400
It must be interesting to work with different clients.
00:01:08.560 --> 00:01:11.280
Are there any common threads among the clients you work with?
00:01:11.519 --> 00:01:13.519
Similarities in size or industry?
00:01:13.840 --> 00:01:16.159
Early in my career, I did a lot of work in energy.
00:01:16.560 --> 00:01:18.879
There is no longer a specific focus.
00:01:19.040 --> 00:01:24.400
And I think that's part of the most fun part of the job, actually, is the variety of it.
00:01:24.799 --> 00:01:29.920
Even with all that variety, is there a question that you hear over and over from clients?
00:01:30.239 --> 00:01:30.799
Yes.
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What would you do?
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I love getting that question, actually, because the best part of my job is true counseling.
00:01:39.359 --> 00:01:43.920
Um and when I get that question, that means I get a chance to actually add some value.
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It probably provides an incredible level of comfort to your clients as well.
00:01:48.400 --> 00:01:48.959
It does.
00:01:49.200 --> 00:01:49.680
It does.
00:01:49.840 --> 00:01:55.920
I don't know if it always makes me feel comfortable, but and what kind of challenges or trends are you helping your clients navigate?
00:01:56.239 --> 00:01:58.159
You know, there are always trends out there.
00:01:58.319 --> 00:02:00.079
A lot of them are market driven.
00:02:00.239 --> 00:02:05.680
Sometimes they are legislative or even maybe a court case or something like that.
00:02:05.840 --> 00:02:08.319
Those are a little fewer and further between.
00:02:23.840 --> 00:02:31.199
So for your clients that are operating in these trending areas, are you offering specific solutions to help them navigate the uncertainties?
00:02:31.840 --> 00:02:32.159
Yes.
00:02:32.400 --> 00:02:41.280
Although I will say I think one of the biggest value adds of a good MA lawyer is making complicated things more simple.
00:02:41.520 --> 00:02:41.840
Right.
00:02:42.000 --> 00:02:46.080
So a lot of these transactions are really, really complicated.
00:02:46.319 --> 00:02:54.400
Um, lots of moving parts, lots of different things arising in due diligence, buyers and sellers want competing things.
00:02:54.560 --> 00:02:58.560
Um, maybe the industry is shifting or something like that.
00:02:58.800 --> 00:03:09.039
And what I find is the more simple you can make the solution and the result, the more long-lasting it is, and really the more value there is to it.
00:03:09.120 --> 00:03:11.280
Aaron Powell Well, I've never thought about it that way.
00:03:11.520 --> 00:03:14.879
Let's talk more about the value of working with a full service firm.
00:03:15.120 --> 00:03:22.639
Not only are you bringing your skill to clients, but you're able to lean on other attorneys who are knowledgeable and experienced in their own practice areas.
00:03:22.879 --> 00:03:25.599
Do clients see the value in the team effort approach?
00:03:25.919 --> 00:03:26.319
Absolutely.
00:03:26.479 --> 00:03:30.639
And I think it's it's a huge component of my practice.
00:03:30.879 --> 00:03:41.199
Um, a lot of times folks will call M ⁇ A lawyers quarterbacks because a huge part of our job is to get issues into the right hands, which sometimes is not us.
00:03:41.840 --> 00:03:47.360
Um, but in any given transaction, you have a variety of different issues.
00:03:47.439 --> 00:03:55.199
They could touch on employment issues or real estate issues or environmental issues, antitrust issues, you name it.
00:03:55.439 --> 00:04:01.919
Um and a full service law firm allows for expertise in each and every one of those areas.
00:04:02.159 --> 00:04:07.039
And so you get a better result, you get a better service.
00:04:07.280 --> 00:04:11.840
And you don't have to engage multiple different law firms to get that result.
00:04:11.919 --> 00:04:12.319
You get it.
00:04:12.400 --> 00:04:13.280
It's a one-stop shop.
00:04:13.439 --> 00:04:14.400
You get it all in one place.
00:04:14.800 --> 00:04:20.399
Well, and not only is it easier on the client, but it surely instills a sense of confidence and trust too.
00:04:20.720 --> 00:04:21.360
I think it does.
00:04:21.519 --> 00:04:24.879
And we see a lot of repeat clients for that exact reason.
00:04:24.959 --> 00:04:28.959
It and it lets us be more efficient, too, because we know exactly who we're working with.
00:04:29.279 --> 00:04:30.879
At what point do you come in?
00:04:31.120 --> 00:04:35.040
Is there a particular event or catalyst that prompts clients to reach out?
00:04:35.439 --> 00:04:36.160
It varies.
00:04:36.319 --> 00:04:36.879
It varies.
00:04:37.120 --> 00:04:40.800
You know, sometimes we come in when the client has just thought of this deal.
00:04:40.879 --> 00:04:49.680
Maybe they've interacted for the first time with a potential seller, or if it's a seller they've been contacted by a potential buyer.
00:04:49.920 --> 00:04:57.279
Other times, for you know, for clients that have done this very often, we come in a little bit later in the process.
00:04:57.439 --> 00:05:08.240
Maybe they have a signed letter of intent or have negotiated some of the core deal terms and now need someone to go execute everything else associated with the deal and make it come together.
00:05:08.639 --> 00:05:18.240
Now, once a client has reached out, whether it's for the first time ever or for a repeat need, is there anything they can do or prepare on their end to help improve their outcomes?
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It's helpful when clients give us some visibility on the commercial side of the negotiation.
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So one of the things that lawyers don't typically negotiate is the price that they're paying that a buyer, for example, is paying to a seller for whatever assets they're buying.
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Um, but it helps us understand what risk mitigation measures we can, can and should fight for in a deal when we know sort of what the price is, how it was come to the background on those negotiations.
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I think along with that, it it's helpful when clients give us visibility into sort of the relationship between the buyer and the seller, particularly in the case of a joint venture, because that's going to be a long-term relationship.
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You know, it they're gonna operate together for for years.
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And so it just helps us, you know, improve our judgment, know what we should and shouldn't be fighting for, what we should and shouldn't ask for when we have that kind of visibility up front.
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I imagine that you spend a lot of your time doing research.
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Oh, we dig a lot.
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We dig a lot.
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Um, but it it really is hit or miss.
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I think rightfully so.
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It's not something that the clients always think about because they're busy having those discussions themselves.
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And so it's kind of it it it in a large sense, it's up to the lawyers to go get what they need.
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And we do that, of course.
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On the topic of research, I'd love to hear how technology is impacting that aspect of your practice.
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Aaron Powell Well, AI is an easy answer here.
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Um I do think the legal services industry is changing, law firms are changing, and if you know, if if they're not, they are certainly gonna be left behind.
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I think Mitchell Williams is doing a great job with that.
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I know we've piloted several different concepts, um, all in an effort to help give more efficient and better advice to our clients.
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Um and I think that's gonna continue to happen as the industry continues to change, all of which is gonna be a benefit to the client.
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Um I think ultimately the advice that lawyers are able to give won't necessarily change, but the speed and the efficiency at which we can do it will improve.
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Are clients coming to you with expectations about AI?
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Aaron Powell We have some clients that require its use, um, and we have others that are somewhat ambivalent to it.
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My personal perspective on it is you know, where it can assist giving wholesome, um, efficient advice.
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That's great.
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It's a great use of it.
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Um, it's certainly not something that we rely on at this point.
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It's certainly an interesting time in technology across the whole spectrum of industries.
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Let's take a step back to the beginning of our talk and dive into the other aspect of your practice, specifically your experience with private equity.
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Sure.
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So uh a large portion of my background is representing very large um private equity buyers and sellers.
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That was my practice for several years before I got here.
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I think it's somewhat unique in the state, and I think it's really well timed in that I have seen a lot of private equity buyers coming in, realizing that there are some great businesses here and they should be investing here.
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And I think, and I hope that the years prove that advice from someone that has been across that table before um is really helpful for the sellers we have here.
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There's some great businesses.
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And when you say this is unique in the state, you're of course referring to Arkansas.
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I think I think Arkansas is a bit of a hidden gem.
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And I think for a long time that was probably a great thing.
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Um but as more and more private equity firms, big to small, start appearing, you know, the the industry itself has sort of burgeoned a little bit.
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Um you see folks needing deals.
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So more the more private equity firms there are, the more deals there are going to be naturally.
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Um and so folks have started to look beyond Texas, for example, which was a huge private equity market and still is, um, into neighboring states.
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And I think that's part of the reason there's been a bit of an uptick in private equity activity in Arkansas.
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And the more successful deals that happen here, I think the more successful deals that will happen here.
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So I think momentum breeds momentum, and you'll start to see that even more.
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That momentum must be exciting to witness.
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Would you walk us through an explanation of what exactly is private equity?
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Tell us a little bit more about that area of law and who you're serving there.
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Yeah.
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So so private equity really, for my purposes, private equity really identifies a type of client, um, a type of business.
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And so it's, you know, a group of managers, if you will, that have a stockpile of money.
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And the goal is to buy businesses, um, sometimes interrelated, sometimes, you know, one particular fund may have maybe several different types of industries that they look at, and through MA activity, grow that business in an effort to then sell the business five to seven years down the road.
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Thank you for that overview.
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So as your career has grown, you've shifted your primary focus from private equity to MA law.
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How has your experience benefited your clients?
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Many times private equity deals have unique circumstances that are different from other types of buyers.
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So where an existing operating business comes in and buys something that, you know, is adjacent to what it's already been doing.
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The intent, for example, is to hold that business and operate it and integrate it.
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Um, that's not always the case with private equity buyers.
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And so some of the issues that those buyers care about may be a little bit different.
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Um, they may have different goals.
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Um, a lot of times there's, you know, an exit that they're looking forward to.
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And um, because of that, there are some different issues.
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So I think there's a lot of value in having someone that has represented those types of clients and understands sort of what they expect in a transaction, um, uh especially when um you're talking about like a local seller that may have never dealt with private equity before.
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Aaron Powell How do you approach these different points of view?
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Are there different solutions for each scenario?
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Sure.
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So for private equity firms that are buy-side clients, um we help them both negotiate, draft and negotiate the transaction documents, run due diligence so that they understand what they're buying ahead of time.
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Um and at times structure that section of their portfolio again with an eye towards a potential exit down the road.
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Um and for sellers, it's mostly the same, although obviously the the growth in the acquisition has already happened and the structure is already there.
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So there we're more focused on selling a particular either portfolio company or maybe a host of portfolio companies that makes up sort of one business.
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Um and buyers there can range from operating companies.
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You could have Fortune 500 companies by, you could have other private equity firms.
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That happens all the time, where private, you know, a company may trade hands a few times as it continues to grow and grow and grow and grow.
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That must be rewarding.
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You've touched on so many client-centered topics today.
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So let's close out our conversation on a more personal reflection.
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What is the most rewarding part of your work?
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What does a great day at the office look like?
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Well, there's a lot of things that could be a great day at the office.
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Um, I think the most satisfying part, I'm a teacher at heart.
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Um, and so when I feel like I have done my job the best is when a client fully understands whatever issues are in front of them and can make a knowledgeable, wise decision based on the advice that we've given.
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And where that really where we know that that's happened is when we have repeat clients and repeat issues, and the client says, I think we should do this.
00:14:06.399 --> 00:14:10.559
And it's they've taken it from exactly what we did, you know, in the past.
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Uh it's really rewarding when that happens.
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John, this has been an eye-opening conversation.
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Thank you for being here today and sharing your insights with us.
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Well, I appreciate your time today.
00:14:20.639 --> 00:14:20.960
Certainly.
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It was a pleasure to be here.
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You've been listening to Mitchell Williams Insights with attorney John Morgan on mergers and acquisitions law.
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To learn more about John's practice and to find other discussions with Mitchell Williams attorneys, visit Mitchell Williamslaw.com.
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Thank you for listening.
