M&A Guide for In-House Counsel: Protecting Client's Interests, Drafting Essential Documents, Closing the Deal

Description

For GC a significant acquisition is a career-changing opportunity. Getting the M&A transaction completed in a manner that fits the company's risk profile requires planning for how best to leverage in-house legal resources and make strategic use of outside vendors. A successful deal also requires the GC to balance not only the legal issues and considerations of a deal but also the overall business goals of the company.

The key tasks for GC during the deal phase of an M&A transaction include working with the business and tax team to structure the deal; getting the key documents in place at the outset which may include an NDA, letter of intent, and term sheet; performing legal due diligence which for the buyer should cover not only the target company but also its key personnel; and reviewing the deal documents for material items and preparing the necessary disclosures and schedules.

Once the deal has closed, GC is tasked with ensuring that the transition and integration of the two companies go smoothly. For example, advising on competition/antitrust and employment issues which may require arranging for a Hart-Scott-Rodino filing and foreign clearances. GC may also need to address various items that arise after closing like purchase price adjustments, indemnification claims, interpretation and enforcement of restrictive covenants, and if applicable the resolution of pending litigation or regulatory investigations.

Listen as our authoritative panel shares insights and best practices for how in-house lawyers can best serve their internal clients and lead the company through a successful M&A transaction.