M&A Guide for In-House Counsel: Protecting Client's Interests, Drafting Essential Documents, Closing the Deal
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Corporate Law
- event Date
Thursday, March 14, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will explore how in-house general counsel is essential to a successful M&A transaction. The panel will address how in an M&A transaction, the client sets the strategy, but the GC is charged with protecting the client's interests, drafting the documents, securing the necessary regulatory and governance approvals, and closing the transaction.
Ms. Trainor focuses her practice on international and domestic mergers, acquisitions, and buyouts; corporate governance matters; joint ventures; commercial transactions; and contract management. She has also counseled clients in connection with private and public securities offerings, corporate restructuring and recapitalization transactions, as well as business formation and planning. Ms. Trainor has represented a broad range of clients, including private and public companies, emerging growth businesses, and financial investors in a diverse range of industries, including transportation, industrial manufacturing, aviation, food and beverage, professional services, hospitality, waste management, FinTech, proprietary education, technology, oil and gas, and robotics, among others. Prior to joining the firm, she served as vice president, general counsel, and secretary for Ampco-Pittsburgh Corp., a NYSE-listed manufacturer of custom-engineered industrial equipment. As a member of the executive leadership team, Ms. Trainor provided advice to the company board, CEO, and corporate and segment leaders on a wide variety of legal, compliance, and governance matters, including public company, M&A, capital markets, commercial, litigation, compliance, and intellectual property.
Ms. Cunningham is an accomplished attorney with a broad range of corporate transactional and governance experience. She has vast experience in mergers and acquisitions, as well as securities offerings. These transactions include: M&As; public and private offerings, including IPOs and follow-on offerings; corporate finance matters, including 144As and PIPEs; venture capital and private equity funding transactions; and SEC reporting, governance matters, and say-on-pay issue.
Ms. Carpenter is an experienced senior leader with strong business acumen leading transformational and bolt-on acquisitions and complex commercial transactions. She has led inorganic growth initiatives for in-house industrial and transportation company, Wabtec (NYSE: WAB and Fortune 300) and for private equity clients across diverse industries. Ms. Carpenter had experience working with public company boards, executive leadership teams, and operational teams to drive legal and commercial strategy.
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.
- Overview: role of the GC in M&A
- Key tasks of GC during the deal phase of an M&A transaction
- Structuring the transaction
- Putting an NDA in place
- Drafting the letter of intent and term sheet
- Liaison between legal and business teams
- Tips for choosing outside counsel
- Legal due diligence
- Closing conditions and the purchase and sale documentation process
- Strategies for getting the deal closed
- Post-closing assistance
- Employment matters
- Competition/antitrust issues
- Purchase price adjustments
- Indemnification claims
- Enforcement of restrictive covenants
- Resolving pending litigation or regulatory investigations
- Key takeaways
The panel will address these and other key issues:
- What does a GC's role entail during a typical M&A deal?
- What are key terms of the NDA, letter of intent, and term sheet that the GC should address to adequately protect the client?
- How can the GC facilitate the due diligence process and the successful close of an M&A deal?
- What tasks should the GC undertake after a deal closes to ensure the successful integration of the two companies?
