Marc wrote the book The Soul of the Deal, as well as trailblazing essays, articles, and commentary from four decades of dealmaking on M&A, venture capital, negotiating, Founder dynamics, and emotional intelligence.
The Soul of the Deal, From Day One to Exit
Rodin Books
The Soul of the Deal is conversational and humorous. Laugh while you learn about dealmaking from more than a dozen genuine M&A and venture capital deal stories and negotiating dialogue, 50 Morgenstern’s Maxims, and 17 pages of Key Takeaways.
Marc’s philosophy is based on selling encyclopedias door-to-door, following the Grateful Dead, and 100’s of startups and transactions. The result is a unique negotiating style premised on flexible jam band philosophy, engaged listening to respond (not rebut), and persuading (not bludgeoning). A Dealjammer©.
“Every business buyer, seller, and aspiring dealmaker should read this instant classic. I loved it.”
Steve McLaughlin, Founder and CEO of Financial Technology Partners
3-time Fintech Dealmaker of the Year
Articles
For 40+ years, Marc H. Morgenstern’s provocative articles about M&A, venture capital, startups, and business negotiating appeared in leading business, academic, and legal publications. In response to real world roadblocks he encountered, Marc proposed practical solutions; many of which were adopted.
Below are a few of his forward-thinking papers (lightly annotated). A full list of his publications follows.
Annotated Bibliography of pioneering articles
The Definitive Deal Dictionary
Marc authored the Definitive Deal Dictionary (© 1999) for OffRoad Capital, the first internet-based investment bank specializing in private placements. It featured 135 essential definitions for private and public investments written in Plain English. Believed to be the earliest dictionary or glossary for venture capital, private equity, and private placement terms.
Selling your private, middle market company: The Only Guide you’ll ever need to find the ‘Perfect’ Investment Banker
Acquisition Aficionado (2024)
This unique step-by-step roadmap provides ten highly customized questions every potential business seller should pose when interviewing an Investment Banker. The most unorthodox? Ask what percentage of their sell-side assignments closed at (or above) indicated valuation ranges, and within the anticipated timeline?
Those who know the answer will have high batting averages. Those who don’t, won’t.
Private Placement Guidelines – A Lawyer’s Letter to a First Time Issuer
Business Lawyer (1992)
Marc’s thinkpiece created a first-of-its kind template letter attorneys could adapt to easily educate inexperienced private placement clients about securities laws.
Key section is “Why am I reading this letter”? The attention-riveting answer is so clients can avoid fines, penalties, civil liabilities, or having to refund their investors’ money if the deal doesn’t turn out well.
The ABA’s Section of Business Law placed Private Placement Guidelines on its website; helping the concept quickly gain widespread acceptance and active use through the legal community.
Real Estate Securities and the Foreign Investor – Some Problems and Proposals
Securities Regulation Law Journal (1984)
— AND —
Extraterritorial Application of United States Securities Law – A Matrix Analysis
7 Hastings International and Comp. L. Rev. (1983)
Marc was doing business in South America. Since there was no applicable SEC rule exempting offerings by U.S. issuers solely to foreign investors, he designed a proposed regulation for offerings of limited partnership interests.
The agency later adopted Regulation S, incorporating the most important elements of Morgenstern’s proposal into a “safe harbor” exemption for such transactions.
Even if an offering was exempt from registration, the SEC’s anti-fraud provisions (e.g. monetary liability) could apply based on an amorphous, subjective standard leading to widespread confusion and lack of predictability.
Marc created a widely-cited four-by-four “matrix” composed solely of objective variables which employed a standard analytical nomenclature. The combination predicted the actual judicial outcome in ~95% of cases.
The Impact of Sarbanes-Oxley on Mid-Cap Issuers
Review of Securities and Commodities Regulation (2004)
— AND —
Going Private: A Reasoned Response to Sarbanes-Oxley
SEC Forum on Small Business Capital Formation (2004)
Marc was an early, prominent critic of the Sarbanes-Oxley Act. He advocated for rules sharply differentiating reporting and disclosure obligations for smaller issuers based on market-cap or revenues. The SEC published both articles on its website.
Additional articles by Marc about: Mergers and Acquisitions, and Venture Capital; Business, Finance, and Securities; and Sarbanes-Oxley
M&A and Venture Capital
Case Study: A Deal Made in Heaven
Cleveland State University
Philosophy of Acquisitions
Corporate Counsel’s Quarterly
Crisis Bridge Financings – 2009
The Review of Securities & Commodities Regulation
Dealmakers Unite! Wage War against Deal Waste, Inefficiency, and Friction
Smart Business Magazine
Investor Defaults: How to Protect your Private Equity or Venture Capital Fund
Private Equity Fund Raising 2002, Institute for International Research
Life Support: Crisis Bridge Financing
The Deal
Business, Finance, and Securities
Corporate Governance: Building an IPO and Merger Defense through Board Minutes
39th Annual Institute on Securities Regulation
Legislation Won’t Prevent the Next Madoff: SEC Needs Talent, Technology & Collaboration (Not New Laws)
The Huffington Post
It’s Time to Change Outdated Corporate Models
Selker Leadership
The SEC: What’s Wrong and How to Fix It
Selker Leadership
What’s Worse Than Getting Nickel and Dimed To Death? The Hidden (Non-Monetary) Costs of Sarbanes-Oxley Disclosure
PLI Compliance Counselor
Financial Statement Transparency in MD&A — 2003
The Lawyer’s Brief
Off-Balance Sheet Disclosures in MD&A
The Review of Securities & Commodities Regulation
MD&A 2003: Off-Balance Sheet Rules (Mid-Cap Perspective)
35th Annual PLI Institute on Securities Regulation
Initial Public Offerings — Perspective of Company Counsel
Ohio Securities Bulletin
Proposal Letter on revising SEC Rule 147
American Bar Association Task Force to revise SEC Rule 147 on Intrastate Offerings,
Co-Authors: Carl Schneider and Stanley Keller
Corporations, Partnerships, and Trusts as Purchasers Under Reg. D
Real Estate Securities Journal
The Real Estate Syndicator as a Securities Broker-Dealer
Small Business Counselor
Best Intentions. Sarbanes-Oxley: A Law of Unintended Consequences
Smart Business Magazine
Blocking the Boards: Sarbanes-Oxley Prevents Corporate Boards from Making Decisions Based on Solid Business Principles
Inside Business
Real Estate Joint Venture Interests as Securities — the Implications of Williamson v. Tucker
Washington University Law Quarterly
Going Private: A Reasoned Response to Sarbanes-Oxley
Re-published in Delisting of Companies, Icfai University. Also, PLI Advanced SEC Workshop and SEC 23rd Annual Government-Business Forum on Small Business Capital Formation
Impact of Sarbanes-Oxley on Mid-Cap Issuers
SEC 23rd Annual Government-Business Forum on Small Business Capital Formation, and
Lead Author, Review of Securities & Commodities Regulation
Buyer Beware: Clauses for Protection of Buyer in Purchase of Income-Producing Property Real Estate Outlook
Co-Author, Real Estate Outlook
Partnership Bibliography: 1980-1984
Co-Author, Business Law