Shepherding M&A Transactions in the Software Space: What In-House Counsel Need to Know

Technology M&A transactions, particularly in the software space, have spiked over the past decade as even smaller cap acquisitions can present significant strategic value to enhance many companies' competitive edge. Accordingly, in-house counsel should have a basic grasp on the unique issues that drive these transactions given the higher likelihood that they may have to shepherd one, either as general counsel to the acquiring party or the target company.  M&A transactions by their very nature are difficult to begin with, but the challenges multiply in connection with software driven companies (particularly in and around data privacy issues, intellectual property issues, and other unique challenges that can affect the transaction process and even the value proposition of the target company). Indeed, a better understanding of these unique challenges often shapes core deal terms, transaction structure, and whether the deal itself even moves forward. For businesses with physical assets, M&A transactions may come with reasonably obvious do's and don'ts. However, in M&A deals where software IP is the key or sole asset, due diligence, and a keen understanding of process bottlenecks are even more critical, but far less obvious in terms of best practices.

This course, presented by Kaiser Wahab, partner in the law firm of Riveles Wahab LLP, which is dedicated to M&A transactions in the private equity space for IP driven early-stage/mature companies, is designed to arm the practitioner with the vocabulary, skill set, and overall understanding of best practices in M&A transactions involving software companies.

Learning Objectives:

1. Discuss how to best approach M&A transaction structures and process, in connection with software companies
2. Explore the unique issues driving M&A transactions with software companies generally
3. Examine how to best approach the M&A due diligence process with software companies
4. Review unique M&A representations, warranties, and indemnities with software companies
5. Identify unique M&A covenants, with software companies
6. Comprehend the deployment and function of various ancillary agreements with software companies