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

  M&A Deals: Pre-Transaction Considerations

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  – 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 M&A Transaction

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  – 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 M&A Transaction Documents

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  – 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 M&A Transaction

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  – 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., Nutter & Associates , Boston
  
• 3:40 - 4:00 pm

  M&A Deals Key Takeaway Roundtable Discussion

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  Panel
  

Chair

Faculty