Product Description

Learn about the lifecycle of a mergers and acquisitions (M&A) transaction, focusing on key phases where counsel and the deal team play critical roles in advising buyers and sellers. Learn best practices for negotiation, drafting transaction documents, and handling post-closing obligations to effectively guide your clients.

Agenda & Materials

• 1:00 - 1:35 pm

  Pre-Transaction Considerations

  – Understanding Client Objectives: Assessing client’s business and strategic goals; Determining transaction type (asset purchase, stock purchase, merger)
  – Conducting Initial Due Diligence: Reviewing the financial and legal status of the target company; Identifying potential liabilities or deal-breakers
  – Structuring the Deal: Tax considerations for both buyers and sellers; Regulatory concerns (antitrust, securities laws, etc.)

  Richard Weiner, CPA, AAFCPA , Boston
  
• 1:35 - 2:10 pm

  Preparing for the Transaction

  – Drafting Letters of Intent: Key terms (price, payment structure, timeline); Binding v. non-binding provisions
  – Confidentiality and Exclusivity Agreements: Protecting sensitive information during negotiations; Managing exclusivity periods
  – Planning the Due Diligence Process: Gathering documentation (financials, contracts, IP, employment matters); Understanding seller and buyer responsibilities in providing information

  Eric M. Sigman, Esq., Ruberto, Israel & Weiner, PC , Boston
  
• 2:10 - 2:20 pm

  Break
• 2:20 - 3:00 pm

  Negotiating and Drafting Transaction Documents

  – Purchase Agreement Key Provisions: Purchase price adjustments (working capital, earn-outs); Representations and warranties: Covenants and conditions precedent to closing
  – Negotiating Indemnification Provisions: Caps, baskets, and survival periods; Specific indemnities for known risks
  – Ancillary Agreements: Employment agreements for key personnel; Non-compete and confidentiality agreements

  John F. Cohan, Esq., Gesmer Updegrove LLP , Boston
  
• 3:00 - 3:40 pm

  Closing the Transaction

  – Managing the Closing: Preparing and reviewing closing documents (stock/asset transfers, filings); Coordinating with third parties (lenders, regulators, escrow agents)
  – Final Due Diligence and Closing Conditions: Ensuring all conditions are satisfied before closing; Handling last-minute issues or changes
  – Post-Transaction Integration and Obligations: Transition and integration planning; Aligning corporate cultures and operational systems; Managing employees and contractual obligations
  – Addressing Earn-Outs and Deferred Payments: Structuring post-closing payments tied to performance

  Rohan Himanshu Vakil, Esq., Gesmer Updegrove LLP , Boston
  
• 3:40 - 4:00 pm

  Key Takeaway Roundtable Discussion

  Panel
  

Special Program Materials:

• Buying and Selling a Privately Owned Business in Massachusetts

Please Note

MCLE webcasts are delivered completely online, underscoring their convenience and appeal. There are no published print materials. All written materials are available electronically only. They are posted 24 hours prior to the program and can be accessed, downloaded, or printed from your computer.

Chair

Faculty