Description
Learn how you can minimize the risks of the transaction and enhance the advantages of the deal.
Mergers and acquisitions of public and private companies are a central component of business operations in America. They can be complicated, timeconsuming, and expensive both for the acquiring company and the company acquired. They can result in disappointment for either party if serious or unanticipated events occur. The due diligence process is a crucial component for each party in the acquisition to know before you buy (or sell). This presentation is designed to assist both sides of the acquisition to focus on those issues which enhance each partys understanding of the transaction and reduce the risks of unwelcome surprises. Special attention, however, is given to the buy side.
Date: 2023-05-11 Start Time: 1:00 PM ET End Time: 2:40 PM ET
Learning Objectives
* You will be able to describe the purpose of due diligence, how it works, and how it may differ depending on which side of the transaction it occurs.
* You will be able to identify key issues in order to minimize the risks of the transaction and enhance the advantages of the deal.
* You will be able to discuss the components of due diligence and the varied personnel and professionals who may be involved.
* You will be able to review certain legal issues that must at least be considered to form the structure (and even the completion) of the transaction.
The Purpose of Due Diligence
• Know What Is Bought/Sold-Especially as to Risks
• Is There a Difference Depending on Which Side the Diligence Is Conducted (for the Buyer or Seller?)
• Focus on Key Legal and Business Issues
• What Documents Are Needed?
• Confidentiality Agreement
• Standstills
• Letter of Intent (Is It Necessary?)
• Definitive Agreement
• Disclosure Schedules
• The Due Diligence Effect on Structure
• On the Buy Side, Are There Liabilities to Avoid?
• Forward Mergers vs. Triangular Mergers
• Asset Acquisitions/Beware of the De Facto Merger Doctrine
• After the Deal Closes It May Be Too Late
The Due Diligence Checklist
• What Goes in?
• Who Conducts the Diligence?
• Senior Personnel
• Lawyers/Accountants/Consultants/Paralegals
• What Is the Time Frame?
• The Data Room
Certain Legal Concerns-Standard
• Litigation/Existing or Threatened
• Regulatory Issues
• Personnel/Human Resources
• Director Duties
• SEC Issues
• Stockholder Voting Requirements
The ESG (Environmental, Social, and Governance) Environment
• What Does It Mean?
• Does It Affect the Buyer or Seller?
• How Does It Apply to Regulated Industries Such as Healthcare, Banking, and Communications?
• How May It Affect the Definitive Agreement?
CLE (Please check the Detailed Credit Information page for states that have already been approved) ,CPE ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
Michael D. Waters-Jones Walker LLP
