For the third time in four years, MBBP Attorney Carl Barnes will be a panelist on MCLE’s Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions program. Carl will discuss drafting and negotiating key provisions of M&A agreements, with a focus on drafting considerations arising out of recent Delaware case law.
This year’s program will take place from 2:00 to 5:00 p.m. on June 27th at the MCLE Conference Center in Boston, MA. The conference will also be available by both live and recorded webcast. To attend the program or to participate in the live webcast, register here.
When negotiating an M&A transaction, there are many issues that should be addressed up front (preferably at the letter of intent stage or as soon as possible after the execution of a letter of intent).
The target company and the acquiring company should consider the following issues when contemplating a transaction.
- Deal Structure
- Cash versus Equity
- Working Capital Adjustments
- Escrows and Earn-Outs
- Representations and Warranties
- Target Indemnification
- Joint and Several Liability
- Closing Conditions
- HSR/Timing Issues
- Non-competes & Non-solicits
Need to get up to speed quickly? No problem. Our own Shannon Zollo and Mary Beth Kerrigan have written a great article that gives a nice overview of each of these issues. You can read it on our website at:
Top Ten Issues in M&A Transactions.