New Lawyer's Guide to M&A Due Diligence: Understanding the Lawyer's Role; Mitigating Risks, Avoiding Potential Pitfalls
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Beginner
- work Practice Area
Commercial Law
- event Date
Thursday, April 24, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
60 minutes
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This 60-minute webinar is eligible in most states for 1.0 CLE credits.
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This CLE webinar will provide an overview of the due diligence process in M&A transactions with a focus on the most common legal diligence issues that arise in deals. The panel will address the lawyer's role in identifying potential risks or liabilities that could impact a transaction and provide guidance for navigating the due diligence process from both a buyer's and seller's perspective.
Mr. Goodhart is experienced in conducting middle-market transactions on both the buy and sell sides. He works side-by-side with clients throughout the deal making process. Prior to joining Capstone, Mr. Goodhart was the Director of Wipfli’s Business Transition Group, where he led a multi-disciplinary team in the firm’s national offering to help private business owners devise and execute an appropriate transition strategy. He has assisted companies in raising private and venture-backed capital. He is the co-developer of system processes that assess, collaborate, and implement a client’s strategic transition objectives. He has worked with clients across a diverse cross-section of industries including agriculture, construction, healthcare, investment banking, manufacturing, wealth management, and technology.
Mr. Sunder helps lenders and borrowers reach their goals on a variety of financial matters by understanding their problems and working closely with them to reach the best solution. Mr. Sunder focuses on representing corporate borrowers, private equity firms, portfolio companies, agent banks, financial institutions and specialty lenders in structuring and negotiating secured and unsecured credit facilities. He also handles corporate law matters as well as mergers and acquisitions, with particular experience in the restaurant, manufacturing, government contracting and health care industries.
Due diligence is a key component of an M&A transaction that can make or break a deal. The process typically begins after the execution of a letter of intent (LOI), which often requires a deadline to complete the due diligence process.
The role of a buyer's lawyer during the due diligence process is to analyze and understand the operational, financial, legal, and strategic aspects of the target company to help their client make informed decisions and negotiate favorable terms in the deal. A seller's lawyer is tasked with reviewing the company's legal documents to ensure the accuracy of representations made to the buyer and to generally protect the seller's interests by minimizing potential legal issues that could arise during the transaction.
Because of the unique aspects of each deal, there is not one due diligence plan that suits all M&A transactions. Lawyers must be flexible when approaching the due diligence process by adapting the scope and depth of the process to fit the structure of the transaction as well as the particular needs, concerns, and strategies of the parties involved.
Listen as our expert panel reviews the due diligence process from both a buyer's and seller's perspective and explains how items or issues uncovered during due diligence can impact deal structure and terms.
- Overview: the role of due diligence in M&A transactions
- Reviewing the terms of the LOI: understanding deal structure and ensuring deadlines are met
- Understanding what information to look for during the diligence period and why that information is important to the transaction
- Role of buyer's counsel during due diligence
- Role of seller's counsel during due diligence
- How items uncovered during due diligence can affect the structure and terms of the deal
- Practitioner pointers and key takeaways
The panel will address these and other key considerations:
- What is due diligence and what role does it play in M&A transactions?
- What is the role of seller's counsel during the due diligence process?
- What are key considerations for buyer's counsel when conducting due diligence on a target company?
- How can items uncovered during due diligence impact the structure and terms of a deal?
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