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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Beginner

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Monday, May 20, 2024

  • schedule Time

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

  • timer Program Length

    60 minutes

Credit Information

  • This 60-minute webinar is eligible in most states for 1.0 CLE credits.

$147.00
CLE
ALL

This CLE webinar will provide an overview of the mergers and acquisitions (M&A) process. The speakers will review the process of selling or acquiring a business, identify the various M&A deal structures, assess the factors to consider when deciding which structure is best for your client, and examine the legal documents used in acquisition transactions.

Faculty

Rochelle Hauser
Attorney, Shareholder
Henson & Efron, PA

Ms. Hauser advises a diverse range of businesses of all sizes, and individuals at all levels—at every stage—regarding business formation, mergers and acquisitions, reorganizations, distribution, supply, and other commercial transactions, employment relationships, and general contract matters. Whether a client is struggling with contract issues, crafting an agreement, or making a deal, Ms. Hauser helps to resolve problems, find creative solutions, and avoid surprises. No two transactions are alike, so she adapts her approach to represent each client’s unique challenges.

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Allison Plunkett
Attorney, Shareholder
Henson & Efron, PA

Corporations and individuals rely on Ms. Plunkett on a wide variety of business and operating issues, including choice of business entity, governance structure and operating agreements, tax compliance and considerations, formation of joint ventures, contract negotiation and review, purchasing and selling business assets, and purchasing and selling ownership of companies. Closely held businesses retain her at all stages, from formation or buying an existing business through ongoing counsel as a trusted business advisor, to selling the business. Ms. Plunkett also represents clients in various real estate matters.

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Description

M&As occur when two or more companies combine in some form. Although the terms "merger" and "acquisition" are used interchangeably, they have different legal meanings. In broad terms, a merger occurs when two companies combine to form a single entity, whereas in an acquisition one company acquires another company and absorbs the company's business.

While there are several M&A deal structures, two of the most common are a stock or equity purchase and an asset purchase. In a stock or equity purchase, the buyer purchases the ownership equities of a target company from the target company's owners and thereby acquires the target company's assets and liabilities. The consideration is paid to the target company's owners, not the target company itself. In an asset purchase, the buyer purchases the assets of the target company from the target company and pays the target company directly. The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations, along with balancing the advantages and disadvantages of each.

The acquisition agreement defines the parties' intentions with regard to the purchase and sale of the business. It is important to understand the key terms of a standard acquisition agreement and how the terms interact with one another. Also, there are key differences between an asset purchase agreement and a stock purchase agreement.

Listen as our authoritative speakers, who have extensive experience representing buyers and sellers in a variety of industries, take you through the M&A process from beginning to end, provide the ins and outs on deal structures and acquisition agreements, and examine common pitfalls to avoid.

Outline

  1. Overview of the M&A process
  2. Considerations in selecting the legal structure for the transaction
  3. Outline of a purchase agreement, including key differences between an asset purchase agreement and stock purchase agreement
  4. Common pitfalls and drafting errors to avoid

Benefits

The speakers will review these and other relevant issues:

  • What is the general process for acquiring or selling a business?
  • What are the key considerations when selecting the legal structure for the deal?
  • What are the differences between an asset purchase agreement and a stock purchase agreement?
  • What are common pitfalls and drafting errors to avoid with acquisition agreements?