Episode #2 of the series is Key Provisions in M&A Agreements which aired on February 24, 2016.
Moderator Peter Feinberg of Hoge Fenton was joined by panelists Aarthi Belani of Jones Day, David Lorry of Versa Capital Management, Robert Londin of Jaspan Schlesinger LLP and Nick Heinz of Mercer Capital.
Corporate transactions (or “deals”) include many types of transactions. One of the most significant type of transactions a company can enter into is a deal to buy another company or to sell itself. This type of deal, a M&A (merger and acquisition) deal, typically requires more work from accountants and attorneys than do many other deals. This webinar series featured leading M&A attorneys and other “deal” professionals speaking at a fairly basic level about transaction structures; tax planning issues; shareholder and board of directors approval; representations and warranties and indemnifications; earn-out provisions; antitrust issues; intellectual property issues; employment issues; financing issues; confidentiality agreements; letters of intent and term sheets; due diligence and preparation of disclosure schedules; closing; and post-closing tasks.
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. This webinar explains what provisions are commonly included in M&A documents and discusses how buyers and sellers approach these provisions differently. It also highlights how M&A agreements differ depending on whether the assets being bought and sold is equity of a company or the assets of a company.