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).
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
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.
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Very informative. Great speaker!