M&A Deal Closings: Managing Documentation Requirements, Avoiding Pitfalls
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide guidance to deal counsel for ensuring a smooth M&A closing for clients. The panel will discuss considerations and best practices for managing the documentation requirements—including exhibits, disclosure schedules, written consents and certificates—and anticipating and overcoming problems that can negatively affect the signing and closing process.
Outline
- Common closing conditions
- Hart-Scott-Rodino Act filing
- Regulatory approvals
- Pending litigation
- Consents to transfer/assign material agreements (customer, supplier, union, etc.)
- Employment/retention agreements signed by key employees
- Working capital calculations
- Post-closing adjustments to purchase price
- Non-competes and non-solicitations
- Buyer financing contingency
- No material adverse changes; specify standard
- Satisfactory customer visits
- Escrow requirements
- Exercise of appraisal rights by no more than X% of shareholders
- No material decline in inventory value
- No departure of key employees
- No notice of disputes with customers or other
- Documents typically required for closing
- Finalized purchase agreement
- Exhibits
- Schedules
- Written consents
- Certificates
- Regulatory filings
- Securities filings
- Third-party consents
- Opinions
- Identifying and overcoming potential barriers to closing
- Failure to deliver closing documents simultaneously
- Foreign participants (Patriot Act requirements)
- Last minute adjustments to deal terms
- Delay in obtaining third-party legal opinions
Benefits
The panel will review these and other key issues:
- Typical conditions that must be satisfied before closing
- Common documents that must be produced before closing
- Potential pitfalls to closing and how to deal with them
Faculty
Diego E. Gómez-Cornejo
Partner
McDermott Will & Emery
Mr. Gómez-Cornejo focuses his practice on complex domestic and cross-border business transactions, with an... | Read More
Mr. Gómez-Cornejo focuses his practice on complex domestic and cross-border business transactions, with an emphasis on M&As, joint ventures, and other strategic alliances. He also advises both publicly traded and privately held companies on matters relating to corporate finance, venture capital investments, public and private securities offerings, and corporate governance and compliance (including anticorruption compliance). Mr. Gómez-Cornejo supports clients at all stages of transactions and has experience drafting and negotiating a wide spectrum of commercial contracts, ranging from the routine to the highly complex. He works in diverse industries such as technology, healthcare, life sciences, telecommunications, manufacturing and private equity.
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Michael M. Sullivan
Partner
Taylor English Duma
Mr. Sullivan’s principal areas of concentration include general corporate, commercial and business matters,... | Read More
Mr. Sullivan’s principal areas of concentration include general corporate, commercial and business matters, family-business law, financial matters, and mergers and acquisitions. He assist clients in negotiating all forms of complex corporate and commercial agreements and contracts, shareholder and buy-sell agreements, customer and vendor agreements, employment, independent contractor and work for hire agreements, non-compete agreements, and non-disclosure agreements. He advises U.S. clients on their legal structure and other matters when entering new International markets, and has negotiated numerous cross-border transactions for U.S. clients.
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