What makes for a good issues list in an M&A transaction?

(On Campus Interviews, Summer Associate positions, Firm Reviews, Tips, ...)
Forum rules
Anonymous Posting

Anonymous posting is only appropriate when you are revealing sensitive employment related information about a firm, job, etc. You may anonymously respond on topic to these threads. Unacceptable uses include: harassing another user, joking around, testing the feature, or other things that are more appropriate in the lounge.

Failure to follow these rules will get you outed, warned, or banned.
sonyvaio18
Posts: 81
Joined: Wed Jul 03, 2013 8:35 am

What makes for a good issues list in an M&A transaction?

Postby sonyvaio18 » Thu Jun 11, 2015 5:49 pm

What makes for a good issues list in an M&A transaction?

UMich11
Posts: 409
Joined: Thu Apr 12, 2012 8:34 pm

Re: What makes for a good issues list in an M&A transaction?

Postby UMich11 » Fri Jun 12, 2015 9:54 am

I worked IBanking doing mid and upper market M&A before law school and I have no idea what this is. Is it some type of checklist for closing or just things to keep an eye out for, like red flags while doing DD?

BearLaw
Posts: 133
Joined: Sun Jun 17, 2012 6:23 pm

Re: What makes for a good issues list in an M&A transaction?

Postby BearLaw » Fri Jun 12, 2015 10:00 am

sonyvaio18 wrote:What makes for a good issues list in an M&A transaction?


This question is so brad as to be totally unanswerable.

Fist, what exactly is this list for?

What side of the transaction are you representing?

What kind of transaction is it? (Hostile take over, sale of assets, public merger, private take over, etc)

What kind of company(s) are involved?

Also, and just because I always have to ask this since you came to an online forum for help, is there no one more knowledgeable about this issue you could ask instead of soliciting help from unrelated strangers online?

desertlaw
Posts: 679
Joined: Thu Oct 22, 2009 3:03 pm

Re: What makes for a good issues list in an M&A transaction?

Postby desertlaw » Fri Jun 12, 2015 4:05 pm

Assuming it is for a draft of a merger/purchase agreement that your client received and you're wanting a top 10 issues list or the high-level items to focus on for the business people, usually you can break it down to a few big categories and then small sub-points under each:

1. Structure

2. Consideration/Indemnification (how much, how and when paid, escrow and indemnification provisions)

3. Deal certainty (closing conditions, termination, break fee, antitrust, bring-downs, fiduciary outs)

4. Other (any big reps and warranties issues, post-closing matters, interim period covenants, how are employees handled post-closing)

sonyvaio18
Posts: 81
Joined: Wed Jul 03, 2013 8:35 am

Re: What makes for a good issues list in an M&A transaction?

Postby sonyvaio18 » Wed Jun 17, 2015 2:33 pm

Thanks desertlaw and others!




Return to “Legal Employment”

Who is online

The online users are hidden on this forum.