Training Course Syllabus:

Successfully Structure M&A Deals

Learn best practices for handling middle-market mergers and acquisitions with confidence. This fundamental course walks through the M&A process and procedures with integrated case studies for real world application. You'll gain practical tips and strategies to effectively negotiate deal points and structure legally binding agreements. Don't miss this opportunity to build your skills. Register today!

• Walk through the M&A process and procedures with checklists and helpful case studies.
• Structure key terms and conditions to prevent integration issues and future litigation.
• Recognize the representations and warranties that are critical to negotiate.
• Skillfully draft legally binding acquisition agreements, letters of intent and other M&A documentation.
• Gain a better understanding of business valuation approaches and methods.
• Find out what red flags to look for and what questions to ask during legal due diligence.
• Stay up to date on the latest court decisions regarding mergers and acquisitions.

1. Stages of the M&A Process: A High-Level Walk-Through
   9:00 - 9:45, Eugenie D. Rivers
   1. The Attorney's Role Throughout the Transaction
   2. Pre-Deal Preparation
   3. From Initial Meetings to Negotiating Terms
   4. Signing and Closing - What is Expected
   5. Securities Disclosure and Filing Requirements
   6. Checklist and Resources
2. Legal Due Diligence
   9:45 - 10:30, Eugenie D. Rivers
   1. Initial Steps and Considerations
   2. Identifying and Obtaining the Essential Information and Documents (Includes Checklist)
   3. What to Look for/Red Flags
   4. Commonly Encountered Complications
   5. The Due Diligence Report - Key Elements and Considerations
3. Negotiating the Deal (Includes Case Study)
   10:45 - 11:30, Ross D. Jacobson
   1. Purchase Price Adjustments and Earnouts
   2. Representations and Warranties
      1. The "No Undisclosed Liabilities" Representation
      2. The "Full Disclosure (10b-5)" Representation
      3. Survival of Representations and Warranties
      4. "Anti-Sandbagging" Provisions
   3. "Material Adverse Changes" Provisions (MAC)
   4. Restrictive Covenants for Owners/Key Employees
   5. Intellectual Property and Intangible Asset Protection
   6. Employment Agreements/Stay Bonuses
   7. Closing Conditions
   8. Termination Provisions
   9. Indemnification - Indemnity Baskets, Indemnity Caps
4. Drafting Acquisition Documents (Practical Mechanics and Examples)
   11:30 - 12:15, Ross D. Jacobson
   1. Letters of Intent/Term Sheets
   2. Confidentiality Agreements
   3. The Acquisition Agreement - Stock Purchase
   4. The Acquisition Agreement - Asset Purchase
   5. Bill of Sale
   6. Shareholder/Board of Directors Resolutions
5. Business Valuation (Includes Case Study)
   1:15 - 2:15, Mark Mitchell
   1. Standards of Value
   2. Valuation Approaches - Asset, Income and Market
   3. Discounted Cash Flow (DCF) Method
   4. Calculating the Value of Your Target - Case Study
   5. Premiums and Discounts
   6. How Valuation Changes Throughout the Deal
6. Case Law Update
   2:15 - 3:15, Jaye Lynn Schneider
   (Agreement Interpretation, Successor Liability, Breach of Fiduciary Duty, Representations and Warranties)
7. Ethics in M&A
   3:30 - 4:30, Suzanne J. Thomas
   1. Who is the Client?
   2. Conflicts of Interest
   3. Negotiating M&A Engagement Letters (With an Eye to Preventing Future Disputes)
   4. Communications During the Transaction
   5. When the Transaction Turns Ugly
   6. Fiduciary Duties of Directors

Seminar Summary:

This fundamental course walks through the M&A process and procedures with integrated case studies for real world application.  (see full course description)

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