M&A Deal Risks: Opinions of Counsel and Closing Preparedness

Structuring Opinion Letters and Other Documents to Avoid Closing Pitfalls and Counsel Liability

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

Conducted on Wednesday, October 30, 2013

Recorded event now available

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Course Materials

This CLE course will provide deal counsel with an understanding of the benefits and pitfalls associated with issuing opinions of counsel for M&A closings. The panel will look at the challenges from the seller's and target's perspective, offer drafting and negotiating approaches to avoid client and counsel risks, and outline best practices for closing preparedness to ensure a smooth closing.


M&A counsel is often requested to provide closing opinions to the other party. Counsel giving and receiving opinions must understand the costs, benefits and risks involved, the standards applied to rendering opinions, and what key opinions mean—and don't mean.

Problems in closing the transaction, litigation or counsel liability can result if counsel fails to fully appreciate the challenges in structuring such opinions and knowing when opinions are appropriate or inappropriate to request. Due diligence and careful drafting is critical to managing these risks.

Preparing for the deal closing itself is a key component of the practitioner's job in M&A transactions. Counsel must also be prepared with experiences and knowledge to coordinate the many pieces which must fit together to successfully close a transaction and enhance counsel's value to the client.

Listen as our authoritative panel of M&A counsel offers their experiences, perspectives and best practices for requesting or providing opinion letters and for preparing closing documents to ensure the smooth closing of a deal.



  1. Purposes of opinions
    1. Legal sufficiency
    2. Legal results
    3. Legal compliance
    4. Checks on representations
    5. Illegitimate risk shifting
    6. Abuse of opinions
  2. Standards for opinions
    1. Ethical obligations
    2. Professional liability
    3. Other liabilities or sanctions
    4. Duty of recipient’s counsel
  3. The opinion context
    1. Costs and benefits
    2. Negotiating the opinion
    3. Types of opinions
    4. Basis for opinion practice
  4. Usual opinions in acquisitions
    1. Status
    2. Authority
    3. Capitalization
    4. Remedies
    5. Asset transfer
    6. Legal proceedings
    7. No violation
    8. No conflict
  5. Governmental authorizations
    1. Due diligence reports
  6. Acquisition closings
    1. Documentation
      1. Purchase agreement
      2. Loan agreement
      3. Escrow instructions
    2. Checklist
    3. Special problems
      1. Simultaneous delivery
      2. Foreign participants or long-distancing closings
      3. Last-minute adjustments
      4. Trustworthiness of participants
      5. Promissory notes and negotiable Instruments
      6. Closing people
      7. Third-party legal opinions


The panel will review these and other key questions:

  • What key issues should target counsel address in legal opinions?
  • What elements are buyers’ counsel looking for in an opinion letter?
  • What are best practices for buyer and seller negotiations to bridge the gap in the scope of an opinion letter?
  • What are the liability risks for counsel rendering the opinion, and how can these risks be minimized?
  • What are best practices for closing preparedness to ensure a smooth closing?

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


Langdon T. Owen, Jr.
Langdon T. Owen, Jr.

Parsons Kinghorn Harris

Mr. Owen provides tax, business, and estate planning advice, structures various forms of business organizations, and...  |  Read More

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