How PE Firms Structure M&A Deals Jon Dhanawade

Jon Dhanawade, Private Equity M&A Partner at *Mayer Brown***

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In this episode of M&A Science, Kison Patel sits down with Jon Dhanawade to unpack how private equity firms structure M&A deals—what works, what doesn’t, and how to manage risk every step of the way. Jon brings legal insight from both sides of the table, sharing practical strategies for aligning deal terms with investment objectives, mitigating downside risk, and building strong seller relationships. Whether you’re a corporate buyer or a fund-backed operator, this episode will help sharpen your deal judgment and show you what it takes to get complex deals over the finish line.

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What You’ll Learn

How PE firms use rollover equity, seller notes, and earnouts to align incentives

Legal red flags to watch for in M&A diligence (and how to catch them early)

How to negotiate LOIs without boxing yourself in

Common structuring mistakes and how top deal lawyers avoid them

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Jon Dhanawade

Jon Dhanawade is a Private Equity M&A Partner at Mayer Brown in Chicago and an adjunct professor at Northwestern Law. He advises private equity funds, sovereign investors, and portfolio companies on the structuring and negotiation of domestic and international deals—including buyouts, joint ventures, recapitalizations, and preferred equity investments. Passionate about mentorship, Jon also teaches a course on private equity transactions to prepare the next generation of deal lawyers with real-world skills and insight.

Jon Dhanawade, Private Equity M&A Partner at Mayer Brown

Jon Dhanawade

Jon Dhanawade, Private Equity M&A Partner at *Mayer Brown***