Financial Poise Webinars
Practical and entertaining education for business owners and executives, Accredited Investors, and their legal and financial advisors.

PRIVATE COMPANY M&A BOOT CAMP 2018


Post-Closing Issues – Integration & Potential Buyer/Seller Disputes

View the accompanying slideshow for free here.

This webinar provides CLE/CPE credit. Click the On Demand button below.

The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.

Post-Closing Issues- Integration & Potential Buyer/Seller Disputes

Key & Common Negotiated Provisions – Part 2

View the accompanying slideshow for free here.

This webinar provides CLE/CPE credit. Click the On Demand button below.

Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. Episodes 3 and 4 of this series explain specific, common provisions and discuss how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Between Episodes 3 and 4, topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.

Common Negotiated Provisions

Key & Common Negotiated Provisions – Part 1

View the accompanying slideshow for free here.

This webinar provides CLE/CPE credit. Click the On Demand button below.

Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. Episodes 3 and 4 of this series explain specific, common provisions and discuss how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Between Episodes 3 and 4, topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.

Common Negotiated Provisions

Structuring and Planning the M&A Transaction

View the accompanying slideshow for free here.

This webinar provides CLE/CPE credit. Click the On Demand button below.

There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.

This webinar discusses the similarities and differences between basic M&A transaction structures; the most common issues that arise in M&A transactions of all kind; and the relationship between ostensibly unrelated sections of an M&A agreement. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.

Planning the M&A Transaction

The M&A Process: Understanding the Lifecycle of a Deal & Basic Deal Documents

Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest from the trees, but does not do a deep dive into any one of them. Think of this webinar as a road map or timeline for a typical deal.

M&A Boot Camp: Understanding the Lifecycle of a Deal