Morgan Lewis M&A Academy

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

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 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.

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 put together all of the pieces of the M&A indemnification puzzle, including the scope of indemnification, the differences in indemnification among different types of deals, and common limitations and carveouts.

Our panelists will explain the purposes and nuances of common representations and warranties included in a typical acquisition agreement. The panel will also discuss recent trends in the treatment of those representations, including with respect to bring-down standards, materiality scrapes, sandbagging, and which representations are typically treated as fundamental.

Our panelists will provide an overview of the various M&A structures, discuss the ins and outs of an acquisition agreement, and the factors to consider when deciding which M&A structure is best.

The panelists will provide a brief overview of the acquisition process and discuss questions to be addressed in determining the best acquisition structure from both a seller’s and a buyer’s perspective.

Our panelists will discuss confidentiality agreement considerations, terms often negotiated in confidentiality agreements, as well as the pros and cons of utilizing letters of intent and matters covered therein.