Right-Sizing M&A Documentation for Smaller Deals: Distinguishing Relevant From Unnecessary Terms, Reducing Costs

Comparing ABA Long and Short Form Acquisition Agreements

An encore presentation.

A 90-minute premium CLE video webinar with interactive Q&A


Thursday, January 6, 2022

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to more appropriately fit smaller ($10 million or less) deals. The panel will also include practical tips and tricks for efficiently documenting and closing smaller deals.

Description

Deal size and complexity should play a role in the length and substance of the particular M&A agreement. Starting with forms that are not suited to the transaction can derail smaller deals or stall negotiations of provisions that have little relevance to the deal.

Part of counsel's role should be to tailor M&A deal documents to address what is truly necessary for the transaction, avoiding the additional costs and potential conflict which can come from negotiating provisions that are of marginal importance to the parties.

ABA "short-form" acquisition agreements (with ancillary documents and commentary) are instructive in this regard. The short-form agreements are more feasible for smaller M&A transactions than the ABA's "long-form" model stock purchase agreement and model asset purchase agreement. Private equity funds can also use short forms for "tuck-in" or "add-on" acquisitions.

Listen as our authoritative panel discusses how to "right-size" an M&A agreement to fit the deal and offers practical tips on streamlining smaller deals' documentation and closing process.

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Outline

  1. Overview of asset purchase, stock purchase, and merger/consolidation structures
  2. Long-form vs. short-form agreements and related documentation
    1. Standard provisions found in all merger agreements
    2. Right-sizing the agreement: deciding what terms are critical and what terms are not
  3. Streamlining the closing process for smaller deals

Benefits

The panel will review these and other key issues:

  • How can drafting counsel address the parties' interests (what they want to get out of the deal) and their tolerance for risk without over-lawyering the agreement?
  • What is the best way to utilize the ABA model short-form and long-form M&A agreements?
  • What are the other ways counsel can make the closing process more manageable and more cost efficient?

An encore presentation.

Faculty

Blank, Ira
Ira L. Blank

Founder
The Enterprise Law Group

In over 30 years, Mr. Blank has served as labor and employment law counsel/litigation counsel to businesses and has...  |  Read More

Stock, Sara
Sara K. Stock

Founder & Manager
Stock Legal

Ms. Stock’s dynamic practice at Stock Legal focuses on general corporate work for businesses and commercial real...  |  Read More

Wallach, Sam
Sam Wallach

Attorney
Stock Legal

Mr. Wallach's focus is on helping business owners achieve their goals.  Prior to joining Stock Legal, he...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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