An Overview of an M&A Deal CLE | The Knowledge Group

An Overview of an M&A Deal: Scope and Considerations

Live Webcast Date: Tuesday, August 21, 2018 at 3:00 pm - 4:00 pm (ET)

Business and Corporation Mergers and Acquisitions Recording

According to a recent report, merger and acquisition (M&A) activity in the U.S. and abroad continued to intensify in the first quarter of 2018. Many companies turn to M&A since it can be thrilling and rewarding. M&A transactions can help companies save costs, improve revenue, explore new markets, and a lot more.

While it may seem like a lucrative prospect for many businesses, it is not without risk and pitfalls. Successful M&As require careful attention to many significant issues such as compliance-related considerations.

In this webcast, a panel of distinguished professionals and thought leaders will help companies understand the important aspects of this significant topic. They will provide an in-depth discussion of the scope and considerations of an M&A deal. Speakers will also offer best practices in assessing and implementing a potential M&A deal, thus, avoiding common pitfalls and risk issues.

Key topics include:

M&A Transactions: An Overview
Recent Trends and Developments
Common Pitfalls and Risk Issues
Key Compliance Considerations
Best Practices
What Lies Ahead

Who Should Attend

M&A Companies
M&A Counsel and Practitioners
In-House and Outside Counsel
Regulatory and Policy Managers
Corporate Attorneys
Legal and Compliance Executives
Top Level Management

Faculty

Jacob W. Stasny
Of Counsel
Sumner Schick LLP

Clyde Tinnen
Partner
Withers Bergman LLP

Click Here to Read Additional Material

Jacob W. Stasny, Of Counsel
Sumner, Schick & Pace, LLP

AND

Clyde Tinnen, Partner
Withers Bergman LLP

Understanding the Buyer-Seller Dynamic; information asymmetry and risk allocation

Pre-Transaction Planning

Key players:
- Attorney
  - Defining the attorney’s role
Accountant
Broker/finder/lead agent
Investment banker
Financial consultant
Escrow agent
- Caution against allowing party counsel to act as escrow agent
Pre-deal considerations:
- Best practices of buyers and sellers before the deal
- Preferred jurisdictions for buyers and sellers
Nondisclosure Agreement
- Timing
- Key terms/best practices
Letter of Intent
- Timing
- Key terms
- Binding v. non-binding
- Short-form v. long-form
- Modifying the LOI
Due Diligence
- Buyer due diligence
- Seller due diligence
- Diligence pitfalls

Architecture of a definitive acquisition agreement

Introductory provisions — names of parties, recitals, definitions
Description of what is being sold (especially important in asset acquisitions); and, in asset acquisitions, description of what liabilities are being assumed
Purchase price; payment of purchase price; and, in asset acquisitions, allocation of purchase price
Sellers' (or target company's) representations and warranties
Acquirer's representations and warranties
Sellers' (or target company's) pre-closing covenants
Acquirer's pre-closing covenants
Closing
- When and where
- Conditions precedent to sellers' (or target company's) obligation to close
- Conditions precedent to acquirer's obligation to close
- Deliveries at closing
  - by sellers (or target company)
  - by acquirer
Termination of agreement
Indemnification provisions
- In favor of acquirer
- In favor of sellers (or target company)
- Time limitations on asserting claims for indemnification
- Monetary thresholds and limitations on indemnification claims
- Procedural issues with respect to indemnification claims (including provisions relating to defense of third-party claims)
Other post-closing covenants of the parties
General or "miscellaneous" provisions

Liability considerations
- Indemnification & exculpatory provisions
- Escrow arrangements
- Representation and warranty insurance
Fiduciary duties
- Common law duties
- Contractual creation, termination, and modification of fiduciary duties
Compliance issues
- Pre-deal considerations
- Public v. private equity
- Registration and disclosure requirements under 1933 act, and exemptions
- SEC/Finra/other banking or finance regulatory authorities
- Council on Foreign Investments in the United States (CFIUS)
- Hart Scot Rodino (HSR) filings
- Third party consent (contractual and governmental)

Jacob W. StasnyOf CounselSumner Schick LLP

Jacob Stasny focuses his practice on matters involving private equity transactions and other complex business deals, business litigation, and commercial real estate, serving clients in a broad array of industries, including finance, healthcare, energy, technology, and manufacturing. Focusing on the representation of businesses, Mr. Stasny has navigated numerous debt and equity finance transactions, corporate acquisitions and divestitures, project finance transactions, commercial real estate transactions, commercial bankruptcies, and matters involving the formation, operation, and liquidation of virtually every type of business entity, in Texas, numerous other states, and offshore.

Clyde TinnenPartnerWithers Bergman LLP

Clyde Tinnen is a partner of Withers Bergman LLP. He focuses his practice on corporate finance, securities and mergers and acquisitions. He represents public and private corporations, from startups to Fortune 100 companies, across industries. He also advises clients on general corporate governance and securities law disclosure matters.

Clyde has structured and negotiated several billion dollars in both domestic and cross-border transactions. He was recently recognized by Savoy Magazine among its 2018 list of the most influential black attorneys in the U.S.

Before joining Withers, Clyde was a partner at Kelly, Drye & Warren LLP. He began his legal career as an associate at Cravath, Swaine & Moore LLP. Prior to his legal career, Clyde was a senior financial analyst for two public corporations.

Course Level:
Intermediate

Advance Preparation:
Print and review course materials

Method Of Presentation:
On-demand Webcast

Prerequisite:
Experience in Corporate Transactions

Course Code:
147387

NY Category of CLE Credit:
Areas of Professional Practice

Total Credit:
1.0 CLE

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