PLAY RECORDING
  • Sale!

Overview:

As trends and developments in the mergers and acquisitions (M&A) market continue to totter, deals and transactions are up for another bustle of activities. Although M&A activities in 2019 are lesser compared to the previous years, dealmakers must properly navigate lessons learned to ensure excellent deal results in 2020. Additionally, a seamless M&A transaction management is another essential factor to be carried out.

In this LIVE Webcast, a seasoned panel of thought leaders and professionals brought together by The Knowledge Group will provide and present an in-depth analysis of recent developments and notable transactions in M&A. Speakers will provide practical tips and strategies to better manage these deals, as well as discuss significant issues surrounding the topic.

Key topics include:

  • Overview of the M&A Process
  • M&A Transactions – Statistics
  • Notable 2019 M&A Transactions
  • Practical Tips and Strategies
  • Outlook

Credit:

Course Level:

Intermediate

 

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-demand Webcast (CLE)

 

Prerequisite:

General knowledge of mergers and acquisitions

 

Course Code:

148402

 

NY Category of CLE Credit:

Areas of Professional Practice

 

Total Credits:

1.5 CLE

Speaker Panel:

Jacob W. Stasny, Of Counsel
Sumner Schick

Jacob Stasny runs a nationwide business, corporate and outside general counsel practice focusing on negotiated acquisitions, diverse financing transactions and asset protection for middle-market and small business clients in a broad array of industries, including finance, healthcare, energy, technology, media, and manufacturing.

Laurie A. Burlingame, Partner
Goodwin Procter LLP

Laurie Burlingame is a partner in the firm’s nationally recognized Life Sciences Practice Group. She represents private and public companies across the spectrum of the life sciences industry, including pharmaceuticals, medical devices, diagnostics and biological materials. Ms. Burlingame also represents leading venture capital firms focused on the life sciences industry in connection with their portfolio company investments.

Ms. Burlingame often serves as outside general counsel to her clients, closely advising management teams and boards of directors on a wide variety of matters throughout the company’s life cycle, including formation and founder issues, venture capital financings, public offerings, mergers and acquisitions, licensing transactions, strategic collaborations, commercial transactions, corporate governance and other general corporate matters.

Jacob Borth, Assistant Vice President
Alliant Insurance Services, Inc.

Jacob is an Assistant Vice President at Alliant Insurance Services. Jacob acts as advisor and liaison between clients and various insurance carriers, servicing clients’ risk management needs and more specifically in the transactional liability space. Jacob also executes request for proposal preparation/presentation and insurance carrier negotiations, in addition to his role growing Alliant’s M&A practice.

Jacob began in the insurance industry in 2011 and specializes in Reps & Warranties/Transactional Liability. Jacob provides customized solutions that help prevent and respond to liability exposures and has further experience in Directors & Officers and Professional Liability coverages.

Prior to joining Alliant in 2014, Jacob worked as a commercial bank analyst for JPMorgan Chase, a Project Manager for Penske Automotive, followed by his introduction into insurance, whereby he underwrote publicly-traded companies at AIG and later brokering these products at Marsh & McClennan in Chicago, IL.

Jacob earned a BA in English Literature and Law & Commerce from Miami University (OH) and an MA in International Business from Regents University London.

Agenda:

SEGMENT 1:

Jacob W. StasnyOf Counsel

Sumner Schick

  • Pre-Planning the Deal
    • Client identification and conflict analysis
    • Preliminary agreements
    • Determination of scope of work/division of labor
    • Identification of working groups
  • Early Preparation of Comprehensive Legal and Business Analyses
    • Identifying and Understanding Client Objectives
    • Identifying the Stakeholders and Decisionmakers
      • Owners/Owner Representatives
      • Key Party Representatives
      • Employees
      • Creditors
      • Vendors
      • Other Contracting Parties
      • Intermediaries
    • Presale Examination
    • Due Diligence
    • Cost Budgeting
  • Application of Legal Project Management (LPM) Principles to M&A Transactions
    • Acquisition Task Checklist
    • Initial Deal Scoping
    • Deal Management Outline
    • Roles and Responsibilities Chart
    • Initial Deal Phase Scheduling Targets
    • Deal Issues Drafting Guide
    • Due Diligence Checklist
  • Alternative billing structures
    • Fixed or Flat Fee Structures
      • Straight Fixed Fee
      • Total Fee Cap
      • Fixed Budget with Collar
      • Phased-Based Fee Caps
    • Incentive/Performance-Based Structures
      • Fee Holdback
      • Success Fee
      • Broken Deal Discount
      • Client Empowerment/Adjustment
    • Volume-Based Structures
    • Hybrids

SEGMENT 2:

Laurie A. BurlingamePartner

Goodwin Procter LLP

  1. Be Prepared for Merger Process and Anticipate Potential Issues
    • Make sure to have well organized data room responsive to key diligence topics
    • Understand history of company and diligence that is provided
    • Try to anticipate key issues that might arise and what you response would be
  2. Understand Key Must-Haves versus Would-be Nice to Haves for Merger Agreement
    • Consider previous precedent transactions of counter-party, if available
      • For public counter-party may find Merger Agreements on EDGAR
      • Much harder for find any private company precedent
    • Do market research to understand how often desired terms are included
      • SRS Acquiom M&A Deal Terms Summary
  3. Merger Agreement Provisions
    • HSR requirement and termination
    • Break-up fee upon termination
    • Operating covenants
    • MAE clauses
  4. Early Preparation for Items Requiring Long-Lead Times
    • HSR/other antitrust filings required
    • Escrow Agent and Escrow Agreement
    • Paying Agent and related agreement
    • Shareholder Representative and related agreement
    • Consider if any other special approvals needed
      • Any third-party consents needed to operate the business post-Merger

SEGMENT 3:

Jacob BorthAssistant Vice President

Alliant Insurance Services, Inc.

  1. What is Reps & Warranties Insurance (RWI)?
    • Why buy? Advantages to Buyer and Seller
    • Traditional indemnity versus incorporating RWI
    • Common RWI structure
  2. Underwriting Process: what to expect
    • Areas and industries of heightened focus
  3. General RWI marketplace update

Date & Time:

Thursday, April 23, 2020

3:00 pm to 4:30 pm (ET)

Materials:

Download Course Materials

Who Should Attend:

  • M&A Lawyers and Practitioners
  • Transactional Attorneys
  • Corporate Counsel
  • Legal and Compliance Executives
  • Risk and Compliance Officers
  • Top-Level Executives

SPEAKERS

Jacob W. StasnyOf Counsel
Sumner Schick
Laurie A. BurlingamePartner
Goodwin Procter LLP
Jacob BorthAssistant Vice President
Alliant Insurance Services, Inc.

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