HomeWebcastAn Overview of an M&A Deal: Scope and Considerations
Online CLE M&A Deal CLE

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

Live Webcast Date: Tuesday, August 21, 2018 from 3:00 pm to 4:00 pm (ET)
Business and Corporation CLE & CPECLE Mergers and AcquisitionsRecording

Online CLE M&A Deal

Join us for this Knowledge Group Online CLE M&A Deal Webinar. 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

Agenda

Jacob W. StasnyOf Counsel
Sumner, Schick & Pace, LLP

AND

Clyde TinnenPartner
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)

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

Online CLE M&A Deal

Jacob W. StasnyOf Counsel
Sumner, Schick & Pace, LLP

AND

Clyde TinnenPartner
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)

Online CLE M&A Deal

Online CLE M&A Deal

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.

Online CLE M&A Deal

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.

Online CLE M&A Deal

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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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

For more than three decades, our distinguished trial lawyers and corporate attorneys have represented businesses and individuals with respect to their most important legal matters.  Our mission is to provide the highest standard of representation in the most cost-efficient manner.

Website: https://sumnerschick.com/

Founded over 100 years ago, Withers is a leading international law firm for global businesses, their equity and debt stakeholders, and the executives who manage them. The firm is one of the largest tax law firms in the world and consists of over 160 partners supported by more than 1,000 people across 17 strategically located international offices.

Our global corporate team has the depth and diversity of knowledge to advise on issues that arise over the entire life cycle of a company, from securing initial investment and raising follow on equity and debt capital privately and publicly, to structuring executive and incentive compensation, protecting and enforcing intellectual property rights and day-to-day operational issues, and managing complex governance issues, to completing mergers, acquisitions and exit strategies. We excel at working with corporate clients both large and small, new and long-established and domestic and international. With our unique in-house as well as law firm experience, we focus on anticipating issues and finding solutions, efficiently and cost-effectively.

Website: https://withersworldwide.com/

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 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.

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