Learn how you can minimize the risks of the transaction and enhance the advantages of the deal.
Mergers and acquisitions of public and private companies are a central component of business operations in America. They can be complicated, time-consuming, and expensive both for the acquiring company and the company acquired. They can result in disappointment for either party if serious or unanticipated events occur. The due diligence process is a crucial component for each party in the acquisition to know before you buy (or sell). This presentation is designed to assist both sides of the acquisition to focus on those issues which enhance each party's understanding of the transaction and reduce the risks of unwelcome surprises. Special attention, however, is given to the buy side.
Learning Objectives
- You will be able to identify the purpose of Due Diligence
- You will be able to identify documents required for Due Diligence review
- You will be able to recognize the various types of mergers
- You will be able to differentiate between cases related to Due Diligence
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
The Purpose of Due Diligence
- Know What Is Bought/Sold-Especially as to Risks
- Is There a Difference Depending on Which Side the Diligence Is Conducted (for the Buyer or Seller?)
- Focus on Key Legal and Business Issues
- What Documents Are Needed?
- Confidentiality Agreement
- Standstills
- Letter of Intent (Is It Necessary?)
- Definitive Agreement
- Disclosure Schedules
- The Due Diligence Effect on Structure
- On the Buy Side, Are There Liabilities to Avoid?
- Forward Mergers vs. Triangular Mergers
- Asset Acquisitions/Beware of the De Facto Merger Doctrine
- After the Deal Closes It May Be Too Late
The Due Diligence Checklist
- What Goes in?
- Who Conducts the Diligence?
- Senior Personnel
- Lawyers/Accountants/Consultants/Paralegals
- What Is the Time Frame?
- The Data Room
Certain Legal Concerns-Standard
- Litigation/Existing or Threatened
- Regulatory Issues
- Personnel/Human Resources
- Director Duties
- SEC Issues
- Stockholder Voting Requirements
The ESG (Environmental, Social, and Governance) Environment
- What Does It Mean?
- Does It Affect the Buyer or Seller?
- How Does It Apply to Regulated Industries Such as Healthcare, Banking, and Communications?
- How May It Affect the Definitive Agreement?
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on May 11, 2023.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.5
- Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.6
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.6 hours credit.
- AR CLE 1.5
- This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- CT CLE 1.5
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- HI CLE 1.5
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
- IL CLE 1.5
- This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.5
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.5 hours of CLE credit.
- NH MCLE 1.6
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 95 Minutes.
- NM CLE 1.5
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.5 hours of credit.
- NV CLE 1.5
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
- NY CLE 1.5 including Areas of Professional Practice 1.5
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- PA CLE 1.5
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.5
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
- VA CLE 1.5
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 CLE credit hours.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
CPE/NASBA - QAS Self Study 2.6 including Specialized Knowledge 2.6
- Noggin Guru, Inc. dba Lorman Education Services and BankersHub is registered with the National Association of State Boards of Accountancy (NASBA) as a QAS Self Study sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.6 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Specialized Knowledge for 2.6 hours. Prerequisite: . Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: QAS Self Study. Please refer to the information in this advertisement for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Michael D. Waters
Jones Walker LLP
- Partner in the Birmingham, Alabama office of Jones Walker LLP
- Practiced in the corporate and securities area, primarily for financial institutions, for more than 35 years, representing banks, bank holding companies, and other financial entities in acquisitions, capital raising transactions, SEC and shareholder issues, new bank formations, and board fiduciary duty issues
- Advised buyers and sellers in approximately 120 bank mergers and acquisitions, ranging from small community banks to the acquisition of a $34 billion holding company
- Recognized in Chambers USA, banking, and finance annually since 2013
- Recognized by Alabama Super Lawyers annually since 2008 for work in the banking and securities and corporate finance area
- Named by Best Lawyers in America annually since 1995 for work in the area of banking and finance law, corporate law, and financial services regulation law
- J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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