Anatomy of an M&A Transaction

This class provides 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 are all considered, with differences among those transaction types highlighted. Differences in approach between public company and private equity transactions are also 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 are also 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.   Understand the role and scope of the principal legal documents employed in acquisition transactions

IV.   Analyze the nuances of key provisions of acquisition agreements