Avoid unintended financial obligations by utilizing express disclaimer language and limiting drafting ambiguity.
Business attorneys handling an acquisition or sale of a company are often asked to review or prepare a term sheet, indication or interest, or letter of intent as a first step in the transaction. This material is intended to provide you with a better understanding of nonbinding documentation that precedes a business transaction, and focuses on documents frequently used for business acquisitions of privately held companies. Topics will include; deciding when to use nonbinding documentation, drafting effective provisions for letters of intent and other nonbinding documentation, key provisions to include, differences for stock and asset acquisitions, and recent court decisions involving the effect on nonbinding documentation. The information will provide and discuss specific examples of provisions from letters of intent and will recommend drafting techniques to help ensure your client's interests are served by the letter of intent you prepare. The target audience for this program is attorneys with an intermediate level of experience in business acquisitions. Business executives, accountants, brokers, and others involved in business transactions will also find the program informative.
Agenda
Faculty
Erich W. Merrill, Jr.
Miller Nash Graham & Dunn LLP
- Partner at Miller Nash Graham & Dunn LLP, in Portland, Oregon, with over 35 years of experience in representing clients in business transactions, including mergers and acquisitions for privately held businesses
- Handled business sales and purchases for clients in a variety of industries, including logistics, medical devices, biotechnology, computer software, beverages, clean-room technologies, sports apparel, brokerage, financial services, wood products, metal fabrication, transportation, and specialty gases
- Speaks frequently on topics related to selling and buying businesses
- Recently presented seminars on Nonbinding Legal Documentation in Commercial Transactions, and Seller's Representations and Warranties in Business Transactions
- Past president of the Business Law Section of the Oregon State Bar, served as leader of his firm's Corporate and M&A team, is listed in Best Lawyers of America, and is a Super Lawyer
- J.D. degree, Harvard Law School
- Can be contacted at 503-205-2504 or [email protected]
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