Counseling Clients Through an M&A Deal (Recorded)

Course Content

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