Morgan Lewis M&A Academy

Our panelists will discuss evolving issues and market trends in rep and warranty insurance, with a focus on the unique approaches for strategic and financial parties, along with best practice tips to ensure that the utility of the insurance is maximized.

Our panelists will discuss purchase price adjustments and earn-outs, including why they exist and when they are typically used, material drafting considerations, and how to best position yourself if a dispute is anticipated.

The panelists will provide an overview of the structures of and legal issues presented by acquisitions of public companies, and will discuss judicial and other developments in 2019 that affect these transactions.

Our panelists will discuss recent trends in disclosure claims and mootness fee disputes, books and records demands, conflicted transactions, and appraisal litigation.

Our panelists will discuss employee benefits and executive compensation issues arising in the context of M&A, including due diligence concerns, treatment of equity awards, “golden parachute payments,” and post-closing integration of employee benefit plans.

Our panelists will provide a summary of labor and employment law diligence and related deal considerations, including the integration practices for employees, benefit plans, and executive contracts.

Our panelists will discuss certain tax issues that arise in typical M&A transactions, including fundamental structuring considerations, common tax-related aspect of transaction documentation, and market trends that are influencing the way in which tax indemnities are handled.

Our panelists will highlight some of the most important aspects of conducting diligence on Intellectual Property in context of an acquisition, including the validity and transferability of IP assets, negotiating IP-related reps and warranties and tips for moving IP portfolios once the deal is done.

Our panelists will provide a summary of key privacy and security issues in the marketplace, including a discussion of regulated industries, impact in cross-border deals, and other strategic considerations in both a corporate and commercial context.

Our panelists will provide a summary of key considerations in structuring and negotiating transition services agreements in the context of M&A transactions.

Our panelists will walk through the nuts and bolts of the Hart-Scott-Rodino Act and non-US merger control laws. The panel will also cover best practices for document creation and will discuss antitrust risk allocation in M&A agreements.

Our panelists will highlight key cross-border regulatory issues as they may affect M&A transactions. Topics addressed in this webinar include risk-based due diligence, key diligence questions, considerations for buyers and sellers, and issues to consider in CFIUS and national security-related transactions.

Our panelists will discuss cross-border issues in M&A transactions.

Our panelists will provide a summary of significant market trends in M&A in the life sciences sector, including a discussion of current legal developments and strategic considerations. The panel will also cover key issues and provisions that are specific to life sciences M&A transactions, including with respect to diligence, IP, representations and warranties, closing conditions, manufacturing, quality and transition services agreements, earn-outs and post-closing integration.

Our panelists will provide an overview of the primary considerations involved in the acquisition or sale of a majority or minority stake in an investment management firm. Topics will include deal trends in the industry, customary contractual provisions and key issues for practitioners.

Our panelists will discuss relief provided by the CARES Act to retail companies and additional areas of risk that should be carefully reviewed for any retail company resulting from the impact that COVID-19.

Our panelists will compare and contrast UK and US practices as they relate to the negotiation of a sales and purchase agreement. Key issues highlighted in this webinar will include pricing mechanisms, execution risk, and seller warranties.

Our panelists will discuss issues unique to utility and power M&A, including principal deal structure considerations, key deal terms, regulatory challenges and their implications, the allocation of key risks (including reverse break fees tied to regulatory approvals), and unique interim period covenant issues.

Our panelists will discuss issues unique to M&A in the healthcare sector, including structure of deal, key due diligence issues, heavily negotiated deal terms.

Join us for a webinar as we discuss the distressed asset sale process and critical legal issues and risks associated with distressed M&A transactions in the wake of COVID-19.