I recently stepped down as general counsel of Medivation Inc., shortly after that company was acquired by Pfizer Inc. This was the fifth time in my career that I had managed the sale of a successful biotechnology company to a larger acquirer. Three of those transactions (the sale of ImClone to Lilly, the sale of InterMune to Roche and the Medivation deal) were among the largest biotech deals of the century. My unusual experiences span many aspects of in-house M&A practice. Here are some of the things I learned.
Make Deal-Readiness a Daily Discipline
Shares of publicly traded companies are for sale every day—by definition. For a public company, the priority is to increase the value of those shares, including to potential acquirers. Maintaining deal readiness is therefore part of the GC’s job. Housekeeping tasks have a vital strategic component: SEC filings are part of a long term value-maximizing disclosure strategy. Records management is tuned to facilitate due diligence. And the board must be regularly briefed: not just about its duties, but also about how those duties may play out in an acquisition.
