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
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.
Purposes of opinions
- Legal sufficiency
- Legal results
- Legal compliance
- Checks on representations
- Illegitimate risk shifting
- Abuse of opinions
Standards for opinions
- Ethical obligations
- Professional liability
- Other liabilities or sanctions
- Duty of recipient’s counsel
The opinion context
- Costs and benefits
- Negotiating the opinion
- Types of opinions
- Basis for opinion practice
Usual opinions in acquisitions
- Asset transfer
- Legal proceedings
- No violation
- No conflict
- Due diligence reports
- Purchase agreement
- Loan agreement
- Escrow instructions
- Simultaneous delivery
- Foreign participants or long-distancing closings
- Last-minute adjustments
- Trustworthiness of participants
- Promissory notes and negotiable Instruments
- Closing people
- 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.
Parsons Kinghorn Harris
Mr. Owen provides tax, business, and estate planning advice, structures various forms of business organizations, and... | Read More
Mr. Owen provides tax, business, and estate planning advice, structures various forms of business organizations, and advises on health care regulation and compliance issues. He also acts as a mediator in business disputes and serves as an arbitrator for a number of national arbitration agencies. Having over 30 years of experience, Mr. Owen is also widely published on a number of tax, estate planning, and business topics.Close