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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, June 12, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide M&A counsel with guidance in negotiating and drafting confidentiality agreements, letters of intent (LOIs), and exclusivity agreements. The panel will discuss how these front-end documents set the stage for due diligence and definitive agreements in M&A transactions. The discussion will be based in part on ABA model forms.

Faculty

B. Scott Burton
Partner
Eversheds Sutherland (US) LLP.

Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of insurance companies and insurance and annuity products. His experience includes representing buyers and sellers in acquisitions and dispositions of private and publicly held life and property and casualty insurance companies, blocks of insurance business, and investment advisers.

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Mark D. Williamson
Partner
Lathrop GPM

Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and acquisitions. He serves as Co-Chair of the firm’s Mergers & Acquisition Team. He has experience representing both public and private companies and private equity funds in various corporate transactions, including mergers, acquisitions, public and private offerings, tender offers, and debt financings.

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Christopher R. Moore
Partner
Cleary Gottlieb Steen & Hamilton LLP

Mr. Moore focuses his practice on M&A transactions. He represents acquirors, targets, boards of directors, investment banks, and investors in complex domestic and cross-border merger and acquisition transactions as well as joint ventures, with a focus on the technology and life sciences sectors. His recent experience includes billions of dollars of M&A activity for some of the world's top technology and life sciences companies as well as investment banks in connection with their roles as financial advisors on M&A transactions.

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Description

Before proceeding with due diligence and providing confidential information, the seller will want assurances that the information it provides will remain confidential and not be used in a competitive manner. Confidentiality agreements can be complex; the ABA model form is instructive as to the critical terms to consider.

Negotiating an M&A transaction is time consuming and costly for both the buyer and seller and can be disruptive to the seller's management of its daily operations. An LOI allows the parties to initially confirm there are no "deal-breaker" issues and determine whether there is a basic agreement on key terms.

The LOI should address the proposed structure of the transaction (i.e., stock sale, merger, asset sale), purchase price and form and timing of payment (i.e., cash, stock of the buyer, seller note), indemnification provisions, key closing conditions, and how transaction expenses will be allocated between the parties, among other terms. The ABA model form offers a good starting point for negotiation. Either as part of the LOI or pursuant to a separate exclusivity agreement, the buyer also will want assurance that the seller deals only with the buyer until the transaction is concluded.

Listen as our authoritative panel discusses confidentiality agreements, LOIs, and exclusivity agreements and the role of each in facilitating due diligence and final agreement to the M&A transaction.

Outline

  1. Front-end concerns in M&A
  2. Confidentiality agreement
  3. Letter of intent
  4. Exclusivity agreement

Benefits

The panel will review these and other key issues:

  • What is the best way for a seller to protect its confidential and proprietary information in an M&A process?
  • What level of detail should be included in an LOI, and what obligations, if any, should be binding?
  • What is an appropriate term for an exclusivity agreement, and how does it drive the timeline for the diligence process?