Deal Structuring: Threshold Questions to Ask and Answer from Either Side of the Table

In this session, the panelists provided a brief overview of the acquisition process and discussed questions to be addressed in determining the best acquisition structure from both a seller’s and a buyer’s perspective.

Takeaways

• At the outset, consider the parties’ respective motivations, priorities, and leverage dynamics.
• Involve tax counsel early in determining deal structure.
• Does the transaction involve the whole of the seller’s business?
• Consider the seller’s structure: public vs. private company; if the seller is private, the size of its stockholder base; corporate vs. disregarded entity, etc.
• Consider any other specific hurdles: timing, stakeholder approval requirements, third-party consents, financing needs, and if the seller is private, indemnity parameters

For more information on this topic, please contact our participants.