About the Course:
You are willing to enter into a merger or acquisition. You have identified a counterpart who is receptive to doing a deal with you. Your due diligence process has proceeded smoothly and goodwill exists between the principals. Your advisors are recommending that you consummate the transaction. You even have agreement as to the amount of consideration associated with the transaction. But the deal still breaks down.
Most probably because the terms of the transaction have not been successfully negotiated. This unique session delves into many methods of structuring and negotiating the financial terms of acquisitions.
Among the issues that leading M&A lawyer and author, Andrew Sherman, discussed during this session are:
- Negotiating staged transactions
- Understanding when to use cash and cash equivalents as the primary form of consideration
- Learning about various deferred compensation schemes such as notes, consulting agreements and employment agreements
- Gaining insight into the benefits (e.g. tax) associated with convertible notes
- Using promissory notes in negotiations
- Structuring escrow, holdbacks and indemnities
- Negotiating allowing the seller to retain an interest in his company
- Utilizing licensing agreements to enhance value from transactions
- Learning best practices for structuring earn-outs
Course Leader: Andrew Sherman, Partner, Jones Day
Mr. Sherman is a partner in the Washington, D.C. office of Jones Day. Jones Day has over 2,500 lawyers worldwide and has been ranked by Thomson Reuters as the law firm most active in M&A Transactions for 41 consecutive quarters.
Mr. Sherman is the author of 19 books on business growth, capital formation and the leveraging of intellectual property. Two of these titles include Mergers and Acquisition from A to Z and The M&A Handbook of Due Diligence. He has appeared as a guest and a commentator on all of the major television networks as well as CNBC's "Power Lunch," CNN's "Day Watch," CNNfn's "For Entrepreneurs Only," USA Network's "First Business," and Bloomberg's "Small Business Weekly."
He has served as a top-rated Adjunct Professor in the Masters of Business Administration (MBA) programs at the University of Maryland for 23 years and at Georgetown University for 15 years where he teaches courses on business growth strategy. He has served as General Counsel to the Young Entrepreneurs' Organization (YEO) since 1987. In 2003, Fortune magazine named him one of the Top Ten Minds in Entrepreneurship and in February of 2006, Inc. magazine named him one of the all-time champions and supporters of entrepreneurship.
Course Length: Approx. 1 hours
Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at firstname.lastname@example.org.