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

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?

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?

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)

Thanks desertlaw and others!