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Due Diligence in Mergers & Acquisitions

In the field of Mergers & Acquisitions, the ultimate question is how much the buyer should pay for the target. In order to determine the price, an attorney representing the buyer is required to engage in the relatively mundane yet crucial process of fact checking. Failure to conduct due diligence...

Drafting Closing Documents and Closing a Transaction

The first place to start in preparing to close a merger, acquisition, or consolidation transaction is to review all the conditions to closing set forth in the merger, securities, or asset purchase agreement and create a checklist of the items that are needed prior to closing. Generally, certain certificates...

Requesting Letter of Intent or Memorandum of Understanding

One or both parties may request that their preliminary understandings be embodied in a letter of intent or memorandum of understanding. The wisdom of entering into such an agreement at an early stage of negotiations when the terms of the transaction are preliminary in nature is debatable. Some commentators...

How to Handle Corporate Distress Sale Transactions

Economic conditions over the past few years have increased the number of distressed companies that are seeking to sell assets as part of their plans to improve their financial condition. Rising interest rates, oil prices and large legacy costs are some of the contributing factors. These distress sale...

Negotiating the Purchase Agreement for a Closely Held Business

Imagine that your client calls you and tells you that he has just agreed to purchase a closely held business. You are asked to prepare the purchase contract for the deal. Where do you begin? You might begin by asking your client the following questions. Some of these address the substance of the business...

Best Practices: Negotiating and Managing Complex Commercial Transactions Confidentiality and M&A

Confidentiality issues need to be addressed when conducting mergers and acquisitions with competitors or customers and suppliers. Read the full article on martindale.com ®.

Using ESOPs as an Acquisition Tool

The current press coverage of Sam Zell's proposal to acquire The Tribune Companies indicates that he plans to use a leveraged employee stock ownership plan ("ESOP") to do the deal. While we don't yet know the specific details of the proposal, the broad outlines of the general structure...

M&A Due Diligence: Little Things Mean a Lot

With an endless list of due diligence items to consider, companies sometimes overlook a critical factor that could make or break the deal. It can be as mundane as the target's computer operating systems or the big-picture idea behind the merger. Thinking about issues beyond the obvious can help....

Could you repeat that, please?

Just starting out in the Mergers & Acquisitions field? A basic knowledge of the terms of art is key to impressing your client or managing partner with your ability to handle Mergers & Acquisitions matters competently. Read on for a primer!

Checklist for Performing Due Diligence

The following directives must be observed in order to perform due diligence: Commence legal and business due diligence as early as possible. Review organizational documents. Review principal commercial contracts and customer lists. Review judgment, title, and lien searches and review pending...

Aquila and Sawyer on Unsolicited Takeover Offers

In an expert commentary, Frank Aquila and Melissa Sawyer provide an overview of how to launch and respond to unsolicited takeover proposals. This commentary addresses: (1) Who the key players are; (2) What options bidders have; (3) What defensive strategies targets can employ; and (4) What role advisors...