Michael Lamm is a co-founder and managing partner at Corporate Advisory Solutions (CAS), an investment and merchant banking firm that specializes in the tech-enabled outsourced business services sector. Prior to CAS, he co-founded the U.S.-Israel Business Exchange in Washington, D.C., before serving as a director at Kaulkin Ginsberg, an M&A strategic advisory firm. Lamm recognized a real need for a “technology-first approach” and a strong culture when it came to deal-making. This desire to be more progressive when it came to running transactions is what led him and his partner, Mark Russell, to create their own firm. Now, 10 years later, their deal team has completed over 125 transactions and generated $2B+ in deal value.
One of the first forays into the technology realm that Lamm wanted to establish in his business was the ability to handle all internal and external data securely and efficiently. “When we started our business early on, we wanted to make sure our information was secure and protected,” which they accomplished through a cloud-based CRM system, helping them “stay nimble.”
“We’re in a world where information can get accessed and put into the wrong hands easily. And we want to avoid that at all costs.”— Michael Lamm
This tech-first approach has worked to their advantage, making their processes move forward faster — especially coming out of the pandemic. When asked how the pandemic has affected the deal-making landscape, Lamm noted that their clients are looking to them to make the deal-making process easier and more efficient. “If you can save time with less meetings, with less back and forth, it’s a win,” he explains. COVID proved to Lamm and his team that a face-to-face meeting isn’t always necessary, and a lot can be handled digitally.
This value of speed during transactions is never overlooked by CAS. In addition to meeting virtually, virtual data room usage has been a driving factor in getting deals done faster. “We try to set the playing field right out of the gate on how we plan to use technology, and sometimes it is a bit of a learning curve,” Lamm says. Making clients aware of, and comfortable with, how they plan to utilize technology in managing the deal process is a vital step considering, “in a lot of cases, if you let the client dictate the process, you could be back to square one,” he explains.
This ever-evolving technology landscape calls for heightened data security — something that CAS’s use of virtual data rooms has ensured. “We’re in a world where information can get accessed and put into the wrong hands easily. And we want to avoid that at all costs,” Lamm expresses. Too often data security is overlooked, so “when we’re talking to sell-side prospects, we put that front and center, because we want them to know how we view the world differently than some of our other peers in the market,” he points out. “We are using a virtual data room so we’re not relying on paper. We want them to know that data security and information flow need to be inside of a data room.” CAS has been using Firmex since 2021 and “we really enjoy the relationship,” Lamm says, adding that Firmex “line[s] up with our view of tech first.”
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Their tech-first approach plays into the three primary markets that CAS covers: healthcare revenue cycle management, business process outsourcing and accounts receivable management. “All of these areas have a common theme, they’re people-intensive, but they also have technology that supports the business,” Lamm shared when explaining why they refer to themselves as specializing in the tech-enabled outsourced business services sector. “We want to deal with companies that look at technology as a core part of their business but they also leverage people, and that to us is what distinguishes ourselves in the market from some of our other peers that are more generalist by nature.” He further explains that due to the current regulatory environment, these markets are seeing a shift in leveraging tech more than they are people. A lot of this is also due to the emergence of AI and data analytics that is driving private equity, investor interest and consolidation by strategic buyers.
As for the benefits of working with a specialized advisory like CAS versus a more generalist firm, Lamm expresses that it comes down to the advisory being engaged in the seller’s specific marketplace, networking in that marketplace, and understanding the industry knowledge that comes with that. Lamm sees a distinct advantage when competing for transactions, “we know the industry, the regulatory environment, and the issues that go on in their markets, from how deals are getting closed and what the issues and opportunities are.”
“We know the industry, the regulatory environment, and the issues that go on in their markets, from how deals are getting closed and what the issues and opportunities are.”— Michael Lamm
Currently, aside from data security and information flow, the biggest questions sellers are asking CAS revolve around valuations. CAS handles these questions by digging in and assessing the present and future sustainability of the company’s revenue and performance. Over the last two decades of working in the industry, Lamm and his team came to understand that the recipe for a successful transaction lies within financial performance and preparing all associated documents in advance so that potential buyers aren’t left waiting. This prompted CAS to launch an exit prep service that helps companies complete the proper preparation that is required. “We wanted to help companies maximize their value,” Lamm explains. With buyers today, “if there are delays and time issues in terms of pulling information together, we lose value.” Collecting and prepping all documents ahead of the sale saves CAS and sellers time and money while increasing valuation. A lack of preparation can cause a deal to drag on which in turn creates more risk. Lamm explains this can be anything from client changes to wars like we’re seeing in Ukraine that affect the markets. “These are things that we can’t control. But what we can control is information flow and data. And that’s why we focus so heavily on it.”
Controlling information flow and data is an instance where the use of virtual data rooms has proved instrumental. “Right out of the gate during our exit prep service, we send out a list of key information that we need to see as part of the due diligence so we can start populating that information, reviewing, getting our clients to approve it, so it’s already set up” Lamm shares. For sellers with multiple operations on the go, pulling all this information takes time and effort, “so if they know they’re a year or two away from exit, we can get all that information ready to go,” he adds.
A common misconception business owners have when entering the sale process is the belief that this process is going to happen overnight. Sellers often think “their financial performance and normalization to their EBITDA are going to be a cakewalk for a buyer to fully support and audit or review as part of their quality of earnings,” Lamm says. He adds, that in order to close a deal, being honest, transparent and candid with clients about what their beliefs are, and where they’re right or wrong, is imperative.
As for some final words, Lamm finds that what’s really important is that more people in the community have come to appreciate the information side of the process. What has become apparent through COVID, is the significant opportunity for systematizing the deal-making process through the plethora of virtual collaboration tools.