The "Who" of Mergers and Acquisitions: Exploring the Various Constituencies of Strategic Transactions

The collection of individuals and entities in the orbit of most M&A transactions includes more than just a single Buyer, a single Seller, and the Target company or business.  On the buy-side, there are likely to be equity investors and sponsors, secured and unsecured lenders, a management team, and various advisors who all have a stake in getting to a successful transaction closing.   On the sell-side, there may be controlling and non-controlling equity holders, the Target's own management team, lenders, and advisors, as well as contractual counterparties who all have (or want) influence over how the transaction is executed.  Local, state, and federal governments, and quasi-governmental organizations, may also get a say on how a particular party can proceed and sometimes even if the transaction can be completed.  In order to effectively and appropriately manage the expectations and influence of the various constituencies of a strategic transaction, lawyers and other advisors must understand the rights, obligations, and interests of these stakeholders in the deal on either side of the table, even if they are not direct parties to the transaction itself.  This session is a direct follow-up to the Lawline course, The "Why" of Mergers and Acquisitions: Understanding the Client's Objectives for Strategic Transactions.

In exploring the various constituents of M&A transactions, Mr. Greifzu will discuss:

1. Buyers and Sellers and their investors and other equity holders
2. Debt capital sources and other secured and unsecured creditors
3. Management teams and board advisors (who may also be equity holders)
4. Employees, contractors, and other service providers
5. Investment bankers and brokers, accountants, lawyers, consultants, and other advisors
6. Customers, vendors, and other contractual counterparties Governmental authorities and other regulatory bodies

Learning Objectives:

1. Examine the nature of the various entities and individuals who are typically involved in M&A transactions, most of whom are not direct parties to the purchase agreement
2. Explore how the rights,  obligations, and interests of these persons can impact their overall influence on the other stakeholders in the transaction orbit
3. Apply the legal and structuring tools available to lawyers and other advisors to meet these objectives and comport with these motivations