Drafting Private Company Target Merger Agreements: Risk Allocation, Reps and Warranties, and Maximizing Indemnification Recourse
Negotiating Risk Allocation Provisions in Private Mergers After Cigna v. Audax
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide guidance to buyer’s and seller’s counsel for drafting merger agreements for the sale of a private company target to a private or public company. The panel will discuss how recent case law and market trends are impacting the use and drafting of representations and warranties, post-closing adjustments, indemnification provisions, and other key provisions in private company target merger agreements and ancillary agreements.
- Key provisions in private company target merger agreements
- Impact of Cigna v. Audax on private company target mergers
- Considerations and best practices for drafting merger agreements and ancillary agreements
The panel will review these and other key issues:
- How has Cigna v. Audax impacted private company target mergers?
- What challenges do counsel face when advising buyers and private company targets in merger transactions?
- What are the key considerations and best practices for counsel drafting private target merger agreements and ancillary agreements?
Lisa J. Hedrick
Ms. Hedrick's practice focuses on mergers and acquisitions, capital raising, private equity, business formation and... | Read More
Ms. Hedrick's practice focuses on mergers and acquisitions, capital raising, private equity, business formation and general business law. She is an active member of the Mergers and Acquisitions Committee of the ABA and served on the working group for the ABA 2013 and 2011 Private Target M&A Deal Points Studies. She currently serves on the Judicial Interpretations subcommittee and the M&A Dictionary task force.Close
Andrew M. Lohmann
Mr. Lohmann is Vice Chair of the firm's Business Section and Chairman of the firm's Mergers & Acquisitions... | Read More
Mr. Lohmann is Vice Chair of the firm's Business Section and Chairman of the firm's Mergers & Acquisitions practice group. His practice focuses principally on mergers and acquisitions, private equity, general corporate and commercial law, employment law, business formation, and Employee Stock Ownership Plans (ESOPs). He presented on M&A topics and authored articles on M&A issues, including co-authoring an article with Lisa Hedrick, "Three Sell-Side Considerations for Structuring Buy-Side Acquisitions".Close