Morgan Lewis M&A Academy

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 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 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 common issues in retail M&A transactions, including deal structure, retail-specific purchase price adjustments, and key diligence areas such as data privacy, gift card/loyalty programs, employee arrangements, and franchises.

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 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.