Post-Closing Integration Issues in M&A: Developing and Implementing a Plan

Transfer of Assets and Contracts, Workforce Adjustments, Corporate Structure, and Tax Considerations

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


Conducted on Wednesday, December 11, 2019

Recorded event now available

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Program Materials

This CLE webinar will examine the legal and operational issues which companies must address once an acquisition or merger has closed and two or more companies must operate as one. The panel discussion will include corporate restructuring, workforce integration, IP, antitrust, healthcare regulatory, and other issues that may not be resolved at the transaction stage, but which remain critical to the success of any M&A transaction.

Description

Closing an M&A deal is just the beginning. The majority of acquisitions fail to meet pre-deal expectations. The acquirer will generally want to integrate the two businesses to cut costs and generate value for its shareholders. Bringing together businesses with different contractual relationships, histories, and cultures inevitably poses substantial challenges.

Management may need guidance in navigating critical issues to achieve its business goals: What are the group's plans for employee transfers and workforce reductions? What are the principal legal regulatory operational and IT constraints on moving assets, entities, and people? What are the timing and sequencing priorities? Which constituencies/functions need to be involved in the initial planning process, and how will any competing priorities between them be navigated? How will compliance risks be identified and addressed?

Deal counsel may need to determine each entity's assets (tangible and intangible), the number and identity of entity employees, and the existence of labor agreements or pension liabilities. Counsel may also need to identify contracts to re-negotiate or assign, licenses and permits, ongoing litigation or compliance issues, and tax attributes to preserve integration where possible.

Listen as our authoritative panel explores these and other issues which must be addressed in integrating merged or acquired companies post-closing.

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Outline

  1. Identifying post-acquisition integration issues
    1. Assets and liabilities to be transferred
    2. Contracts in need of assignment or amendment
    3. Licenses and permits
    4. Litigation
    5. Workforce and employment issues, pension plans
  2. Creating a timeline and checklist for integration
    1. Determining priorities
    2. Key parties and constituencies to include in the process
    3. Compliance concerns
  3. Corporate restructuring, including changes in directors, officers; tax issues

Benefits

The panel will review these and other vital issues:

  • What are the key integration issues that should be identified immediately after closing an acquisition?
  • Who are the principal parties, and how can M&A counsel assist in formulating an integration plan?
  • What kinds of legal, contractual, and operational constraints might merged companies encounter in the integration process?
  • If post-closing corporate restructuring is necessary, what are some tax ramifications to consider?

Faculty

Barakat, Zeid
Zeid Barakat

Senior Director
Scimitar

Mr. Barakat brings over eight years of experience in healthcare, driving cutting-edge initiatives in new product...  |  Read More

Hardey, Kate
Kate W. Hardey

Partner
McGuireWoods

Ms. Hardey advises healthcare and life sciences clients on regulatory and compliance matters and in all types of...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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