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

(218 reviews)

Produced on March 12, 2020

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$ 89 Business, Corporate, & Securities, Science & Technology, and Mergers & Acquisitions In Stock
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Course Information

Time 1h
Difficulty Intermediate

Course Description

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

Credit Information

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Kaiser Wahab

Riveles Wahab LLP

Kaiser represents startup ventures to Fortune 500 companies on the range of corporate, venture capital, contract, and intellectual property issues that confront businesses. Beginning his career with Pryor Cashman, Sherman & Flynn LLP, he later joined Day Pitney LLP, where he handled licensing, trademark, copyright, and contractual issues for companies such as Microsoft and UTC. He also clerked at the United States Court of International Trade, where he handled multibillion dollar anti-dumping claims involving importation of technology-related goods.

Kaiser counsels his clients on corporate structuring and securities law, including venture and investor agreements/transactions, formation, and equity incentive plans. He also negotiates and drafts a variety of agreements, including those related to technology, media, outsourcing, licensing, e-commerce, advertising, user relationships and other scenarios. Finally, he regularly negotiates cloud computing and other technology services arrangements, advises on privacy and data security, and structures venture capital and investor rounds for early stage technology, media, and film/TV ventures.

He firmly believes that a commitment to academia is critical to providing better client service and expanding his knowledge base. He frequently teaches continuing legal education seminars to other practitioners, including through Lawline.com and the New York County Lawyers’ Association (NYCLA). At NYCLA he served as the chair of the Corporate Law Committee, where he was dedicated to providing access to other knowledgeable practitioners in the realm of corporate governance, litigation, and technology via monthly seminars. He is also an adjunct professor at Columbia University and adjunct faculty at New York University on the subjects of media venture capital and media contracts.

Kaiser has been published in Mashable, the New York Enterprise Report, and the Cardozo Arts & Entertainment Law Journal. He has been invited to speak at South by Southwest, the Distributed Computing Industry Association, Wikimania at Harvard Law School, Columbia University, Widener Law School, the School of Visual Arts, New York Law School, and other venues on law, policy, technology, and other topics.

Outside of his legal and academic pursuits, Kaiser is strongly committed to public service. He served on the Board of the Cornell Asian Alumni Association where he worked to leverage Cornell’s infrastructure for community events (including an annual banquet to fund student scholarships) and events geared towards entrepreneurial learning. He also sits on the advisory board for Heart Gallery NYC, a nonprofit organization devoted to placing foster children with families. Kaiser has provided pro bono legal services throughout his career, including to high-profile online and social media driven ventures as a participant in Harvard Berkman Center’s Online Media Legal Network.


Amanda N.

Clear and specific presentation of key issues

Mark d.

Kaiser is one of the better instructors!

Gal G.

Great class.

Olga Z.

One of the most useful programs I have heard in a long time. It offers tons of practical information.

Leah G.

Excellent program. Would love to see more from him.

Julie C.

Very thorough and informative with plenty of practice tips for generalists.

Michael S.

Great presentation!

Evan S.

good program

David S.

Excellent presentation by an experienced and knowledgeable attorney.

Karen M.

Fabulous focus on Ip issues and great charts on IP rights

Kathleen C.

Great presenter!

Leland S.

Exceptional presentation. Would like to see a more advanced presentation in this area by Mr. Wahid.

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