Contents
M&A Basics
- What is M&A?
- Who are the key M&A deal participants, and what do they do?
- What does an M&A lawyer do?
- What is the progression of a typical (private) M&A transaction?
- What are the different ways to structure an M&A transaction?
- What documents do I need to buy or sell a business?
- What do I need to know about letters of intent in M&A deals?
- I’m acquiring a company. How do I make sure I know exactly what I’m buying?
- Anatomy of a Stock Purchase Agreement
- Anatomy of an Asset Purchase Agreement
- Intro to M&A Representations and Warranties
- Material Adverse Effect Clauses
Private M&A
- What is the progression of a typical (private) M&A transaction?
- Should I propose an earnout to bridge the valuation gap?
- Will you elaborate on the use of earnouts in M&A?
- Anatomy of a Stock Purchase Agreement
- Anatomy of an Asset Purchase Agreement
- Intro to M&A Representations and Warranties
- Material Adverse Effect Clauses
Public M&A
- What are the main features of public company M&A?
- What can you tell me about doing due diligence on public targets? (See slides 6 through 9)
- What are the considerations in structuring a public M&A deal? (See slides 18 through 23)
- What purchase price issues arise in public M&A deals? (See slides 24 through 26)
- Are there any post-closing covenants in public M&A deals? (See slide 27)
- Why do public deals have no-shops, break-up fees and other deal protections, and how do they work? (See slides 28 through 35)
- Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal
- Material Adverse Effect Clauses
- M&A Disclosure: The Ultimate Annotated Form 8-K
Fiduciary Duties
- What responsibilities do I have to minority investors? What are fiduciary duties?
- Do I owe minority investors any special duties when I sell my company? What are Revlon duties?
- How are target company director fiduciary duties exercised in public M&A deals? (See slides 10 through 17)
- Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal
M&A Confidentiality Agreements
- What do I need to know about M&A confidentiality agreements?
- Does it matter if they’re mutual or one-way?
- How should I define “Confidential Information” or “Evaluation Material”?
- What should a recipient be required to do with Confidential Information?
- Are there typical exceptions to restrictions on disclosure?
- What happens to Confidential Information after termination of discussions?
- How do I enforce my rights?
- How long should restrictions last?
- How do I stop the other side from stealing my employees and clients?
- What is a standstill provision?
M&A Transaction Documents
- What documents do I need to buy or sell a business?
- Merger Agreements
- Stock Purchase Agreements (brief) and Anatomy of a Stock Purchase Agreement (long)
- Asset Purchase Agreements (brief) and Anatomy of an Asset Purchase Agreement (long)
- Intro to M&A Representations and Warranties
- Confidentiality Agreements
- Letters of Intent (brief) and What you need to know about M&A letters of intent (long)
- Exclusivity Agreements
- Disclosure Schedules
- HSR Filings
- Third Party Consents
- Legal Opinions
- Stock Certificates
- Bills of Sale
- Assignment and Assumption Agreements
- Escrow Agreements
- Transition Services Agreements
Buyer Risk Mitigation
- I’m acquiring a company. How do I make sure I know exactly what I’m buying?
- Buyer Due Diligence
- Seller Representations and Warranties (short) and Intro to M&A Representations and Warranties (long)
- Pre-Closing Covenants
- Seller Certifications
- Legal Opinions
- Closing Conditions and Termination Rights
- Indemnification Rights and Breach of Contract Claims
- Post-Closing Covenants