Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements.
March 09, 2018
Corporate transactions (or “deals”) include many types of transactions. Viewed broadly, a deal can be a very small matter such as drafting a purchase order, a non-compete agreement, or myriad other single purpose agreements necessary to document a legal relationship between two parties and extend to large multi-national acquisitions and financings. One of the most significant types of transactions a company can enter into, however, and the type that is commonly thought of as needing a “deal” lawyer, is a Mergers and Acquisitions transaction. M&A (mergers and acquisitions), viewed broadly, includes buying or selling all or part of a business, as well as other business combinations, such as mergers. Such “deal” work commonly requires attorneys, accountants, intermediaries (i.e. investment bankers and business brokers) to work together.
The Financial Poise PRIVATE COMPANY M&A BOOT CAMP 2018 webinar series features leading M&A attorneys and other deal professionals speaking about private company M&A in roughly chronological order, guiding the audience through a conversation that spans from deal origination, the LOI (letter-of-intent) or term sheet, due diligence, document drafting and negotiation, closing, and post-closing. Issues addressed include tax planning; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment. While many of the topics covered apply also to public company M&A, the focus of this webinar series is on M&A involving a privately owned company.
The third episode of the PRIVATE COMPANY M&A BOOT CAMP 2018 webinar series is Key & Common Negotiated Provisions- Part 1, airing on March 15th at 10AM CST (REGISTER HERE), and features Host Peter Feinberg of The Law Office of Peter Feinberg. Mr. Feinberg is joined by Steve Gillette of Jones Day, Robert Londin of Jaspan Schlesinger LLP, and Raj Mahale of Tannenbaum Helpern Syracuse & Hirschtritt LLP.
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. Episodes 3 and 4 of this series explain specific, common provisions and discuss how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Between Episodes 3 and 4, topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Upcoming episodes of the PRIVATE COMPANY M&A BOOT CAMP 2018 Financial Poise webinar series include “Key & Common Negotiated Provisions- Part 2,” airing on April 19th, 2018 at 10:00 AM CST and “Post-Closing Issues- Integration & Potential Buyer/Seller Disputes,” which airs May 17, 2018 at 10:00 AM CST. All episodes premiere live through West LegalEdCenter and then are made available on-demand.
As with every Financial Poise Webinar, each episode is delivered in Plain English understandable to investors, business owners, and executives without much background in these areas, yet is also valuable to attorneys, accountants, and other seasoned professionals. And, as with every Financial Poise Webinar, each episode brings you into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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