Getting M&A Deals Done: Legal Risks and Effective Strategies

Managing Changes and Mitigating Risks Between Signing the Acquisition Agreement and Closing

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

Conducted on Thursday, August 8, 2013

Recorded event now available

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Course Materials

This CLE course will provide M&A counsel with best practices for deferred closings. The panel will review obtaining consents and handling changes in the target between signing and closing, including material adverse changes, allocating risk, satisfying closing conditions, and terminating the agreement if necessary.


A successful merger or acquisition depends upon a smooth closing. Between signing the acquisition agreement and closing the deal, many issues can arise to derail the transaction. Counsel must anticipate those situations and prepare to effectively handle them.

Deal counsel sometimes face material adverse changes in the target company between signing and closing an acquisition deal. Allocating risk during that interim period is key.

Counsel must obtain third-party consents, or close without consents, satisfy closing conditions and deliver at closing. In some cases, terminating the agreement and walking away may be the appropriate alternative.

Listen as our experienced panel of M&A attorneys outlines approaches to get the deal done from signing the initial agreement to closing, highlighting key risks and challenges that can arise and best practices for handling them.



  1. Deferred closings and main concerns
  2. Third-party consents or closing without consents
  3. Changes in the target business and material adverse effect
  4. Satisfying closing conditions
  5. Transitioning employees
  6. Terminating the agreement


The panel will review these and other key questions:

  • What are the key issues that counsel must address in a deferred closing?
  • How should counsel deal with changes that occur in the target business between signing and closing?
  • Under what circumstances should counsel consider and advise clients to terminate the agreement and walk away?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


B. Scott Burton
B. Scott Burton

Sutherland Asbill & Brennan

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

Williamson, Mark
Mark D. Williamson

Lathrop GPM

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

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