On Demand
Audio
Anatomy of an M&A Transaction (Update)
Produced on October 05, 2020
Course Information
Course Description
This class, presented by experienced attorney Margaret Butler, will provide an overview of the main considerations involved in buying a business and the principal provisions included in the related legal documents. Acquisitions by way of stock purchase, asset purchase and merger will all be considered, with differences among those transaction types highlighted. Differences in approach between public company and private equity transactions will also be discussed. Topics to be covered include legal due diligence; the use of confidentiality agreements, exclusivity agreements, and letters of intent; and preparation of disclosure schedules. The structure and principal provisions of an acquisition agreement will also be reviewed, with attention to the following: consideration (including earnouts and purchase price adjustments); representations and warranties; covenants (including both interim operating covenants and post-closing covenants); closing conditions (including required consents); Material Adverse Effect provisions; termination; and indemnification (including escrows).
Learning Objectives:
I. Gain an overview of the process for acquiring or selling a business, from beginning to end
II. Identify the most important considerations in selecting the legal structure for a particular transaction
III. Examine the role and scope of the principal legal documents employed in acquisition transactions
IV. Analyze the nuances of key provisions of acquisition agreements
Credit Information
Faculty
Margaret Isa Butler
cmorq
Margaret Isa Butler has been doing deals for two decades, including as a partner at an Am Law 100 law firm and as an investment banker for a multinational financial services company. Her focus is on M&A, joint ventures, and alternative investments. Margaret represents private equity fund managers, institutional investors, and family offices across the investment strategy spectrum.
In addition to mergers and acquisitions, Margaret has led transactions involving private placements, real estate development projects, limited partner investments, and debt and equity co-investments. She has also advised clients on conflicts and other governance issues for funds, corporations, and other entities.
Margaret is an appointed member of the M&A Committee of the New York City Bar Association. She previously received a “40 Under 40” Award from The M&A Advisor and was shortlisted for a Euromoney Women in Business Law Award.
Margaret is also involved with a number of start-up and non-profit companies. She is general counsel of cmorq, a blockchain data company. She is also founder and CEO of The Ellsworth Institute, which works to promote interdisciplinary and experiential learning.
She writes about legal developments that impact her clients at www.AccreditedInvestorLaw.com.
Professional & Community Involvement
- Advisory Board, Private Equity Program at Columbia Business School, July 2012-Present
- Member, New Vic Council at the New Victory Theater, July 2015-Present
- Board of Directors, Lehman Center for the Performing Arts, June 2012-Present
- Leader, Harvard Club of New York Mergers and Acquisitions Group, September 2009-Present
- Member, Mergers and Acquisitions Committee of the New York City Bar Association, September 2009-June 2012
- Board Member, Columbia Business School Alumni Club of South Florida
Awards & Recognition
- Listed, Super Lawyers magazine, New York Metro Super Lawyers, "Rising Stars," 2014
- Listed, The M&A Advisor, "40 Under 40," 2013
- Shortlisted, Euromoney Legal Media Group’s Americas Women in Business Law Awards, "Corporate Rising Star," 2013
- Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
Noteworthy Experience
- Technology, Media and Telecommunications Investment Banking, Jefferies and Company, Inc., August 2007 – January 2010
Articles, Publications & Lectures
- Presenter, "Impact Investing," Columbia Business School Private Equity Program Deal Camp, December 5, 2015
- Mentioned, "Work-Life Balance Poses Challenges Regardless of Wealth," The New York Times, October 9, 2015
- Judge, Private Equity Program Deal Camp Competition, Columbia Business School, February 17, 2015
- Organizer, "Private Capital Today: Investment Strategies and Opportunities," Co-hosted by the Columbia Business
Reviews
GREAT presentation.
Excellent, concise presentation.
Excellent
One of the best Lawline courses I've attended.
Margaret is great at distilling massive amounts of information into digestible portions. Especially helpful for an attorney who only occasionally works on M&A matters.
Good sample provisions - buyer & seller.
Outstanding!
Very informative. Great speaker!
enjoyable presentation