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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Thursday, September 27, 2018

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

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


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will discuss strategies for planning and executing a successful bid in an M&A auction and tactics for bidders to strike the right balance between going the extra mile to win bids and minimizing the cost of losing bids.

Faculty

Scott B. Crofton
Partner
Sullivan & Cromwell

Mr. Crofton’s practice focuses on mergers and acquisitions. He has experience in all aspects of advising boards of directors, special committees and management of public and private companies in a wide variety of domestic and international strategic transactions. He is also involved in counseling clients on corporate governance matters, stockholder activist situations and unsolicited takeover proposals.

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Keith P. Radtke
Partner
Faegre Drinker Biddle & Reath LLP

Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general corporate counseling. He also co-leads the firm’s corporate group. Mr. Radtke represents buyers, sellers and institutional investors in strategic and private equity M&A transactions, strategic investments and joint ventures. He also represents owners of privately held companies in selling their businesses. Mr. Radtke also represents many of the leading private equity firms in the Twin Cities metropolitan area, including spearheading the overall transaction process, negotiating the acquisition-related aspects, and structuring and negotiating equity arrangements. In addition, Mr. Radtke represents privately held companies, portfolio companies of private equity firms and other emerging private companies in connection with corporate governance matters, key contracts and other corporate matters. He also acts as outside counsel to privately held companies, helping them analyze and solve day-to-day legal issues.

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Description

Sellers of businesses use M&A auctions to maximize the selling price of their business and to obtain more favorable deal terms. In effect, auctions allow sellers to create a virtual market for their businesses with at least the appearance of vigorous competition among bidders—and provides sellers with greater deal leverage.

And for bidders in M&A auctions, overcoming the seller’s deal leverage is key to a successful outcome. The bidder’s challenge is to balance two competing goals—winning the bid (but on acceptable terms) and minimizing the cost of losing the bid. There are some steps bidders can take to strike the right balance between these goals, including thoroughly reviewing the diligence materials, tailoring the bid to issues arising during diligence, and exercising restraint in early bidding rounds.

Counsel to bidders should guard against strategies sellers may use during the auction, such as refusing to grant exclusivity until late in the process (or not at all), to raise the price or improve deal terms.

Listen as our authoritative panel of deal attorneys examines steps bidders should take to ensure a strong position and increase the likelihood of a successful outcome during an M&A auction.

Outline

  1. Sellers’ goals in auctions
  2. Successful bidder strategies
    1. Consider the extent to which you will follow rules in seller’s bid package
    2. Review diligence materials
    3. Tailor bid to issues arising during due diligence
    4. Avoid low-ball or casual-pass offers
    5. Exercise restraint in early bidding rounds
    6. Make an alternative bid proposal
    7. Provide deal closing certainty
    8. Identify and act on shifts in deal leverage

Benefits

The panel will review these and other high priority issues:

  • What are the advantages to a business seller of using an M&A auction process when selling the business?
  • What strategies have been successful for bidders to obtain a successful outcome in an M&A auction?
  • How can sellers maximize their deal leverage during various stages of the M&A auction process?
  • How can bidders take advantage of shifting deal leverage as the M&A auction progresses?