Legal Mergers & Acquisitions Expert (LM&A)

This module covers the fundamentals of Mergers & Acquisitions:

• Deal types: What are the different types of transactions that you can use in M&A? There is a whole range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs), divestitures, spin-offs, and equity carve-outs.
• M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list) and how to run a sale in various ways (negotiations and auctions).
• Strategies for M&A: We dive into the strategies for Mergers & Acquisitions. How can you create competitive advantage through M&A, divestitures and equity alliance?
• M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value creating deal?
• Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value creation? What are the different areas that can be covered in the Due Diligence process?
• Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid. Which M&A tactics work in which industries?
• Takeover Strategies and Defense Tactics: How can you prepare your company against a hostile takeover attempt and reduce potential threats? Which are the defense mechanisms that you can put into place and how affective are they? Which ways exist to acquire a business successfully in a hostile way?

Learning Outcomes for Essentials of M&A

• Understand the different methods companies can acquire or merge another firm
• Distinguish between Management Buy Outs and Management Buy Ins
• Differentiate between spin-off, split-off & carve-outs
• Classify horizontal & vertical mergers
• Identify different strategies companies use to exit investments
• Classify types of tender offers and what constitutes them
• Analyze and compare different ownership shapes & structures
• Identify growth factors in M&A transactions
• Structure and manage M&A portfolios
• Identify value adding factors in M&A
• Identify value destroying factors
• Analyze various success measurement test & methods
• Classify drivers of profitability in M&A
• Analyze historical M&A waves and their driving factors
• Identify factors in Cross Border M&A activity
• European, Emerging markets, based on regions
• Evaluate historically largest deals
• Define characteristics of M&A waves
• Understand the buy and sell side process, covering both the traditional and holistic view
• Distinguish between the role of advisors and working with them in an M&A setting
• Establish framework for potential target buyer and seller searches
• Identifying relevant industries, companies, locations, financial advisors
• Preparing long and short lists
• How do M&A deals originate and the deal flow
• Discuss necessary agreements and documents in M&A deals
• Construct due diligence plans and activities
• Conducting and updating findings over the transaction lifecycle
• Organizing due diligence teams and data room management
• Identify various areas that require due diligence runs
• Conduct due diligence in a cross-border setting
• Create a minimalistic due diligence
• Identify warning signs in due diligence results
• Judge past and present takeovers battles
• Analyze takeover attacks and strategies for defense

In the Due Diligence module, we discuss the key questions and topics to address in a due dilligence. It covers the following areas of DD in depth:

• Financial Due Diligence
• Tax Due Diligence
• Legal Due Diligence
• Human Resources (HR) Due Diligence
• Commercial Due Diligence and
• other Due Diligence areas

Learning Outcomes for Due Diligence

• Determine potential deal breakers, negotiations and quality of earnings
• Differentiate between a DD and an audit
• Recognize tax exposures and liabilities
• Analyze different types of taxes
• Structure transactions
• Analyzing current and future liabilities
• Selecting the right legal counsel
• Legal and contractual obstacles
• Analyzing employment contracts, compensation & labor agreements
• Conducting a cultural due diligence
• Running a management audit
• Conceptual & general tools for industry analysis
• Analyze current and potential customers
• Conduct a product and technology portfolio analysis

• Structuring the deal
• Understanding and drafting different types of agreements
• Evaluating agreements
• Negotiation and Dispute Resolution
• Governance

Learning Outcomes for Legal Issues in M&A 1

• Acquisition techniques
• Statutory merger, consolidation
• Cash out
• Stock swap
• Procedures for specific merger types
• Hostile friendly and takeover – Antitakeover provisions
• Asset acquisitions
• (Listed vs non-listed) Stock acquisition – Single step, two step
• Triangular mergers
• LBOs
• Governmental Approvals – Antitrust, Foreign Investment
• Earn-Outs
• Puts and Calls – terms and conditions on the exercise of the option
• W&I Insurance
• Guaranty Agreement
• Are there commercial alternatives to the acquisition?
• Drafting agreements,
• Confidentiality, letter of intent, standstill, exclusivity, etc.
• Share Purchase Agreement (SPA)
• Reps and warranties – fundamental res;
• Standard reps
• Caps, baskets and time limits
• Multiple sellers
• Fraud
• Employment Agreements
• Transition Services
• Earn-Out
• Minority Interest and Shareholders Agreement
• Best practices
• Possible red flags
• Counterparty rational when evaluating agreements
• Understanding the buy and sell side of negotiation
• Possible roadblocks in negotiation
• Culture aspects
• Role of the board during M&A, legal liabilities
• Decisions process
• Deal protection, covenants
• Fiduciary responsibilities,
• Compliance with securities watchdog, review of offer

• Tax considerations
• Employment
• Intellectual Property (Commercial law)
• Compliance – Human Rights (ESG risks)
• M&A Litigation
• Anti-Trust Laws (Competition law)
• Securities Law / Takeovers
• Bankruptcy law/distressed asset

Learning Outcomes for Legal Issues in M&A 2

• Implications of tax law
• Taxable transactions and relevant regulation
• Tax free transactions and applicability
• Employment at will/relevant regulations
• Compensation and rewards
• Employee contract diligence / unions
• Possible golden parachutes
• Non-competes – employment contracts
• Successorship and layoffs
• Equalizing compensation and benefit programs
• Severance policies – does transaction trigger severance
• Different laws applicable in different geo location, global applicability
• Patents
• Copyrights
• Trade secrets
• Trademarks
• Licenses
• Registration processes, possible points of contention
• Findings during due diligence (liability beyond contractual arrangements)
• Post-closing liability for breach of anti-corruption / human rights rules by target company.
• Best practices
• Possible red flags
• Essential litigation related clauses in contracts
• Anti-trust review process, relevant bodies
• Laws governing anti-trust
• Interpretation of anti-trust laws
• Analysis of mergers and exemptions
• How to handle tender offers/takeovers of public companies
• Mandatory tender offers
• Distressed assets/companies
• Liquidation process, compliance
• Reorganization
• Bankruptcy / Auction
• Disclosure