CM&AA: M&A Legal Issues

Content
2 modules
Difficulty
Intermediate
Rating
Course Length
195 mins
Instructor
David Asmus
Price
$150 - 200

Description

The course will cover the roles and responsibilities of Seller Counsel and Buyer Counsel. Seller Counsel will focus on drafting the Non-Disclosure Agreement (NDA), compiling and updating the client's organizational documents and key legal materials, negotiating terms with opposing counsel and other parties to the transaction, reviewing and revising deal documents, and handling closing and post-closing matters. Buyer Counsel, on the other hand, will be responsible for drafting the deal documents, participating in due diligence efforts as part of the buyer team, and negotiating deal term revisions or additional terms based on due diligence results.  Key documents of the transaction, such as the Non-Disclosure Agreement, Letter of Intent, Purchase/Sale Agreement, and Ancillary Agreements (Employment, Non-Compete, Buy Back Option, Seller Finance Docs), will also be discussed in detail. The course will cover the role of legal counsel in assisting the seller client in due diligence preparations and efforts, setting up the data room, providing relevant materials per requests, and participating in due diligence efforts as part of the buyer team. Also, take a look at emerging trends in the field, such as the use of rep/warranty and cyber risks, as well as the involvement of IT, insurance, and HR participants alongside traditional legal, tax, and accounting resources, will also be explored. The course will delve into when insurance makes sense in a deal and whether it replaces escrow holdbacks, as well as who pays for it.
 
Instructor
David Asmus, Managing Principal, brings more than 40 years of professional experience in business transactions counseling to his clients. His experience includes advising buyers, sellers, equity investors, and financial institutions on mergers, acquisitions, capital raise efforts, succession planning and related transitional matters. He was a partner in a Chicago-based national law firm where he represented business ownership interests and local, regional, and national banks as well as commercial finance groups regarding a wide range of financial and transactional matters. Following retirement from his equity partnership position, he joined a Scottsdale, Arizona based M&A advisory firm where he continued to advise businesses on buy and sell side matters. Over the course of his professional career, he has handled numerous complex M&A transactions as well as workout, restructure and reorganization matters for lenders and business interests. Education: David received his Juris Doctorate from Saint Louis University and his Bachelor of Arts degree from Saint Ambrose University in Iowa. Memberships: David is a member of the Alliance of Merger & Acquisition Advisors (“AMAA”), where he serves as Chair of the AMAA National Advisory Council. He served as Chair of the Conference/Events Committee of AM&AA and chaired the semi-annual national conferences in 2020 and 2021. David is an adjunct lecturer on “Legal Aspects of M&A Transactions” at Pepperdine University in California and University of Tampa in Florida. From 2016-2019, David served on the Saint Ambrose University Alumni Association Board of Directors. In 2020, he was invited to become a member of the President’s Advisory Council at Saint Ambrose where he continues to serve his alma mater. 

Objectives

Who is the Client? 
  • pick one party and only one (buyer; seller; corporate entity; investor) 
Seller Counsel Focus/Buyer Counsel Focus 
  • drafting NDA (seller counsel) 
  • compiling/updating client’s organizational documents, key legal materials (seller counsel) 
  • negotiating terms with opposing counsel, other parties to transaction (seller & buyer counsel) 
  • drafting deal documents (buyer counsel) 
  • review/revision of deal documents (seller counsel) 
  • handling closing (and post closing) matters (seller & buyer counsel) 
Key Documents of Transaction 
  • Non-Disclosure Agreement 
  • Letter of Intent 
  • Purchase/Sale Agreement 
  • Ancillary Agreements (Employment; Non-Compete; Buy Back Option; Seller Finance Docs) 
Due Diligence 
  • Assist seller client in due diligence preparations, efforts (seller counsel) 
  • Assist set up of data room, providing relevant materials per requests (seller counsel) 
  • Participate in due diligence efforts as part of buyer team (buyer counsel) 
  • Negotiate deal term revisions or additional deal terms per due diligence results (seller & buyer counsel) 
Emerging Trends 
  • Use of rep/warranty, cyber risks, employment liability insurance 
  • When does insurance make sense in deal 
  • Does insurance replace escrow holdbacks; who pays 
  • Involvement of IT, Insurance, HR participants as much as traditional legal, tax, accounting resources 

1.
CM&AA: M&A Legal Issues OnDemand
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CM&AA: M&A Legal Issues Presentation
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