Event Recap: Preparing Founders and CEOs for M&A and IPO Success

On April 3^rd, Gardner Law Partner Amanda Johnston and Senior Attorney Paul Rothermel combined forces with leaders from BMO Capital Markets to host a complimentary webinar, Preparing Founders and CEOs for M&A and IPO Success. Seasoned professionals from investment banking, private equity, Marc Ogborn, Kevin Kim, and Trushar Patel joined Amanda and Paul from Gardner Law to provide founders and executives with practical insights on how to maximize deal value and mitigate regulatory risks in today’s market. 

Market Outlook: Resilience in Medtech IPOs

BMO’s Kevin Kim opened the session by mapping recent trends in the medtech sector. Despite macroeconomic pressures—from inflation and interest rates to tariff-related uncertainty—medtech stock price performance has shown surprising resilience, outperforming many other sectors and attracting generalist investors seeking exposure to healthcare with less risk than biotech.

Marc Ogborn expanded on this by highlighting that successful medtech IPOs in late 2024 and early 2025 were not only oversubscribed but also priced above their expected ranges—signaling strong investor demand. Importantly, these companies typically had robust revenue profiles, well-articulated growth strategies, and clean financials—reinforcing the need for strong fundamentals and preparation.

The medtech IPO market is open, but access is reserved for companies that are highly prepared. Founders shouldn’t wait for ideal macro conditions to begin preparing—investor readiness is the real currency. Ogborn put it succinctly:

“Even with macro headwinds, medtech IPOs are outperforming broader sectors… Medtech IPOs are bringing financials to the market… they’re generating revenue, where biotech is more of a belief in the science.”

The window for medtech IPOs is real, but it's not wide open for everyone. Companies with strong revenue, clear narratives, and preparedness are seizing opportunities: "We are seeing very strong demand for these stories in the market”

The Evolving M&A Landscape: Private Equity and Strategic Buyers

Trushar Patel framed the current M&A market in medtech as both dynamic and increasingly sophisticated. While deal volume dipped post-2021 highs, aggregate deal value is rebounding, and private equity firms—traditionally focused on healthcare services—are now expanding into medtech assets with increasing frequency.

This shift brings different buyer expectations. Private equity tends to scrutinize operational metrics and internal controls, while strategic acquirers are more focused on synergies, IP, and clinical unmet needs. But across both groups, what matters most is clarity, completeness, and credibility: acquirers want assurance that a business is clean, scalable, and poised for sustainable growth.

Patel emphasized that many companies think they’re ready—but even those with strong products often have gaps in documentation, compliance, or operational maturity that drag down valuation or derail deals:

“We consistently see in real-world transactions that many companies have some of the right pieces in place, others partially addressed, and a few areas that are either undeveloped or simply not at the level that buyers expect. And that’s where value can be gained or lost.”

Founders and CEOs need to know that they only get one chance to make a first impression in diligence. Founders must treat deal readiness not as a checklist, but as an embedded discipline across leadership, finance, compliance, and strategy. Diligence isn’t just about products or growth potential—it’s about showing readiness across all critical business functions.

Compliance Risk: A Deal-Maker or Deal-Breaker

Amanda Johnston, Partner at Gardner Law, delivered a comprehensive overview of how compliance programs—often viewed as back-office functions—have moved to the center of valuation and risk analysis in M&A and IPOs.

She illustrated how compliance lapses can trigger costly post-close enforcement actions, valuation discounts, holdbacks, or special indemnities. Even worse, they can result in operational distractions or reputational damage that disrupt integration efforts post-close.

Johnston encouraged companies to go beyond boilerplate programs and adopt a “compliance in practice” mindset. She shared a set of four high-value diligence questions that acquirers frequently use to test program effectiveness, covering areas like internal investigations, audit follow-up, and the integration of risk assessments into operational planning.

She also reviewed the DOJ’s new M&A Safe Harbor policy, which incentivizes voluntary disclosure of misconduct discovered during acquisition. This can provide significant enforcement relief—but only if acquirers act swiftly and remediate within set timelines.

Johnston’s main point was that a strong, well-documented compliance program isn't just a shield against liability—it’s a driver of valuation, a signal of maturity, and a source of deal leverage:

“Compliance gaps can directly impact how a deal is structured and priced… if a target company doesn’t have a very strong compliance program, that could add risk, which buyers may account for in the form of lower valuations, holdbacks, or special indemnities.”

Cybersecurity: Hidden Risks, Visible Consequences

Paul Rothermel closed the event by examining how cybersecurity risk now factors heavily into diligence—particularly in medtech, where both patient data and product integrity are at stake.

He walked attendees through a series of recent breaches across the medical product sector, emphasizing that while attackers are to blame, companies are held accountable for insufficient protections. He also noted that cyberattacks often spike during M&A activity, as integration efforts distract leadership and leave systems vulnerable.

Rothermel made clear that diligence goes beyond checking for past breaches. Acquirers want to see strong internal controls, breach detection mechanisms, and a “security-by-design” culture. Inadequate programs not only open the door to regulatory scrutiny but can lead to post-deal remediation costs, revenue loss, and brand damage. He reminded everyone that cyber risk is valuation risk:

“Acquirers assume cyber risk is present. If you don't have a program… they’ll assume there’s already been some exploitation of that vulnerability.”

Founders should treat cybersecurity as both a compliance function and a product feature—because investors and buyers already are. Any unmitigated risk is value dilutive.

Final Thoughts: Strategy Starts Early

Collectively, the five panelists offered some key advice to all all Founders and CEOs:

• Prepare Early: Start building IPO and M&A readiness into your operations long before market entry.
• Know Your Story: Articulate strategic fit, synergy opportunities, and a compelling, compliant growth plan.
• Elevate Compliance & Cyber: These are no longer back-office issues—they are deal-critical priorities.
• Be Proactive: Engage advisors early, rehearse investor questions, and know your risk profile inside and out.

From capital markets to legal infrastructure, the consensus across panelists was clear: IPO and M&A readiness isn’t a last-minute scramble—it’s a long-term, integrated strategy. Companies that invest early in the systems, storytelling, and risk controls that buyers value will be the ones that attract the most favorable terms and close deals on their own timelines.

Need help preparing your company for exit or IPO? Contact Gardner Law so we can support your deal-readiness with practical legal strategies in regulatory, privacy, cybersecurity, and compliance.