Distressed M&A: Buying and Selling Businesses Facing Financial Trouble

Strategies for Structuring Winning Deals

Featuring the Perspective of an Investment Banker on the Impact of the Economic Crisis on M&A Deals

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, November 12, 2008

Program Materials


As the volatility in the credit markets and economic downturn forces more companies into financial crisis, savvy buyers are identifying new opportunities to purchase businesses at bargain prices while troubled companies are seeking ways to ease the pain of looming failure.

However, the new investment opportunities present a myriad of legal and financial considerations for buyers and for troubled businesses. Acquiring a distressed business typically involves a compressed transaction with competing interests among stakeholders.

It is critical that counsel for the buyer and seller act strategically to negotiate a deal that maximizes the value to their clients’ respective benefits.

Listen as our panel of attorneys — both M&A and insolvency — discusses new opportunities in distressed M&A and offers best practices for buyers and troubled businesses for structuring the deal.



  1. Overview - impact of economic forces on M&A
  2. Opportunities for buyers and sellers in distressed M&A
    1. Purchasing from non-bankrupt companies
    2. Restructuring options available
    3. Section 363 sales process
  3. Best practices for structuring the distressed M&A deal (from the buyer’s and seller’s perspective)
    1. Cash deposits
    2. Representations and warranties
    3. Bid protections and procedures
    4. MAC clauses
    5. Closing conditions


The panel will review these and other key questions:

  • What are the key factors driving the increase in distressed M&A deals?
  • What are some of the potential legal pitfalls in negotiating distressed M&A deals?
  • What are the best practices for counsel on both sides of the deal to tailor terms in distressed transactions?


Michael E. Foreman
Michael E. Foreman
Dorsey & Whitney

He represents secured and unsecured lenders and creditors, acquirers of and investors in distressed assets, and...  |  Read More

Joseph T. Kinning
Joseph T. Kinning
Fulbright & Jaworski

He has counseled corporate clients through complex mergers and acquisitions, restructurings and other business...  |  Read More

Stephen Spencer
Stephen Spencer

Houlihan Lokey

He advises clients on mergers and acquisitions, special situations financing, financial restructuring and other...  |  Read More

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