BarbriSFCourseDetails

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Monday, November 4, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$147.00

This CLE webinar will provide an introduction and overview of the preliminary agreements used at the start of the M&A process including letters of intent (LOIs) and/or term sheets and confidentiality agreements. The panel will discuss what each of these agreements are, why and when they are used, advantages and disadvantages of the various agreements, and key terms to consider from the perspective of both buyers and sellers.

Faculty

Berquist Evan
Shareholder
Maslon LLP

Mr. Berquist practices in the firm’s Corporate & Securities Group, focusing on general business and corporate law. He assists entrepreneurs, business owners, managers, board members, and in-house counsel with a wide range of legal needs, including mergers and acquisitions, commercial contracts, employment matters, and financing transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Markey Susan
Shareholder
Maslon LLP

Ms. Markey represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that tax and corporate advice should be both easy to understand and practical. Ms. Markey regularly counsels clients on mergers and acquisitions, business formation, joint ventures, and general corporate matters. She also frequently assists clients with tax controversies, audits, appeals, planning, and structuring, as well as researching tax law and drafting legal appeals and memoranda. Ms. Markey regularly writes and presents on corporate topics and most recently presented seminars on ownership disputes in closely held businesses, advanced tax strategies for M&A deals, and strategic risk assessment for complex commercial transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Before engaging in serious deal discussions, M&A parties will want to consider entering into various agreements that will protect their interests and set the tone for future negotiations.

Term sheets and LOIs formalize the initial state of negotiations and the important business points relative to the contemplated transaction, such as the purchase price and transaction structure. These documents are useful to identify important issues between the parties early in the process and they provide a road map for deal structure and the key terms for future documentation.

Before proceeding with due diligence and providing confidential information, the seller will want assurances that the information it provides will remain confidential and not be used in a competitive manner. Confidentiality and non-disclosure agreements ensure that sensitive information of the parties is kept confidential and only used to evaluate a potential deal. Sometimes confidentiality and non-disclosure terms are contained in the LOI, but more often these terms are contained in a separate agreement.

Exclusivity terms require sellers to negotiate with a single buyer and not entertain discussions or negotiations with other potential buyers during an agreed upon timeframe. There are key factors for buyers and sellers to consider when agreeing to the terms of an exclusivity agreement, particularly the length of the exclusivity period. These are generally included in an LOI but can be a separate agreement.

Listen as our authoritative panel reviews the importance of preliminary agreements in M&A transactions and provides an overview of how these agreements are used to ultimately structure and form the deal.

Outline

  1. Overview: front-end concerns in M&A
  2. Confidentiality and non-disclosure agreements
  3. LOIs, term sheets and exclusivity terms
  4. Key considerations and practice pointers

Benefits

The panel will review these and other key issues:

  • What are the front-end concerns in M&A deals that should be addressed in preliminary agreements?
  • What are LOIs and term sheets? What terms should be included in these documents?
  • What are the main factors in drafting confidentiality, non-disclosure and exclusivity terms?
  • What are key considerations for M&A buyers and sellers when entering into preliminary agreements?