Front-End Documents in M&A: Drafting Letters of Intent, Exclusivity and Confidentiality Agreements

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


Conducted on Thursday, April 19, 2018

Recorded event now available

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Program Materials

This CLE webinar will provide M&A counsel with guidance in negotiating and drafting letters of intent (LOIs), confidentiality agreements and exclusivity agreements. The panel will discuss how these front-end documents set the stage for due diligence and definitive agreements in M&A transactions. The discussion will be based in part on ABA model forms.

Description

Negotiating an M&A transaction is time-consuming and costly for both the buyer and seller and can be disruptive to the seller’s management of its daily operations. An LOI allows the parties to initially confirm there are no “deal-breaker” issues and determine whether there is a basic agreement on key terms.

The LOI should address the proposed structure of the transaction (i.e. stock sale, merger, asset sale), purchase price, and form and timing of payment (i.e. cash, stock of the buyer, seller note), indemnification provisions, key closing conditions, and how transaction expenses will be allocated between the parties, among other terms. The ABA model form offers a good starting point for negotiation.

Before proceeding with due diligence and drafting definitive agreements, the seller will want assurances that information it provides will remain confidential, and the buyer will want to know that the seller is dealing only with the buyer until the transaction is concluded. Confidentiality and exclusivity agreements can be complex; the ABA model forms are instructive as to the critical terms to consider.

Listen as our authoritative panel discusses LOIs, confidentiality agreements and exclusivity agreements, and the role of each in facilitating due diligence and final agreement to the M&A transaction.

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Outline

  1. Front-end concerns in M&A
  2. Confidentiality agreement
  3. Letter of intent
  4. Exclusivity agreement

Benefits

The panel will review these and other key issues:

  • What level of detail should be included in an LOI and what obligations if any should be binding?
  • What is an appropriate term for an exclusivity agreement and how does it drive the timeline for the diligence process?
  • With whom might a buyer want to be able to share information under a confidentiality agreement and what kind of acknowledgements should be required?

Faculty

Burton, B. Scott
B. Scott Burton

Partner
Eversheds Sutherland (US)

Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of...  |  Read More

Moore, Christopher
Christopher R. Moore

Partner
Hogan Lovells

Mr. Moore focuses his practice on M&A transactions. He represents acquirors, targets, boards of directors,...  |  Read More

Williamson, Mark
Mark D. Williamson

Principal
Gray Plant Mooty

Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and...  |  Read More

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