M&A Negotiations provides an authoritative, insider's perspective on best practices for representing corporate clients in the mergers and acquisitions negotiation process. Featuring partners from some of the nation's leading law firms, these experts guide the reader through the steps involved in defining a client's goals, structuring transaction, and deciding on key terms for an agreement. In addition, these authors discuss the importance of documenting deals, examine new government regulations, and describe the challenges the recent economic setbacks have created. From strategies for working with management and stockholders to the importance of earn-out clauses and post-closing notes, these top attorneys offer insights on the current state of M&A negotiations and the changes the future is likely to hold. The different niches represented and the breadth of perspectives presented enable readers to get inside some of the great legal minds of today, as these experienced lawyers offer up their thoughts around the keys to navigating this rapidly evolving area of law.
Inside the Minds provides readers with proven business intelligence from C-Level executives and lawyers (Chairman, CEO, CFO, CMO, Partner) from the world's most respected companies and firms nationwide. Each chapter is comparable to an essay/thought leadership piece and is a future-oriented look at where an industry, profession, or topic is heading and the most important issues for the future. Each author has been selected based upon their experience and C-level standing within the professional community.
1. Alexander F. Kennedy, Partner, Jones Waldo Holbrook & McDonough PC - "What I Wish I Had Known About M&A Negotiations in the Beginning"
2. Philip T. Colton, Partner, Winthrop & Weinstine PA - "Getting the Deal Done: Focusing on Key Issues in M&A Transaction Negotiations"
3. Eva Hill, Partner, Whiteford, Taylor & Preston LLP - "M&A Negotiations With High-Tech Government Contractors"
4. John Cromie, Partner, Connell Foley LLP "Closing M&A Deals in a Challenging Environment"
5. Christopher Scotti and Phillip Martin, Partners, Oppenheimer Wolff & Donnelly LLP - "Key Issues in Private and Public M&A Transactions"
6. Bart Harris, Shareholder, Munsch Hardt Kopf & Harr PC - "Keys to Successful M&A Negotiations"
7. Jeffrey Wolters, Partner, Morris, Nichols, Arsht & Tunnell LLP - "The State of M&A Deals in 2010"
8. Frank V. Petrosino, Member Attorney, Paul Frank + Collins PC - "M&A Trends: A Perspective From Outside the Major Metropolitan Centers"
9. Asher J. Friend, Partner, Jones, Walker, Waechter, Poitevent, Carrère & Denègre LLP - "Developing Your Negotiating Embouchure: Practical Considerations for Success in M&A Transactions"
Appendix A: Example of Covenant Ensuring Seller's Ability to Conduct Business during Period in Which Earn-out May Be Achieved
Appendix B: Covenant Intended to Ensure No Material Changes in Employment Conditions Following Acquisition
Appendix C: Due Diligence Checklist for Acquisition
Appendix D: Purchase and Sale Closing Agenda
Appendix E: Short Form of Asset Purchase Agreement
Appendix F: Sample Issues ListPrivately Held Target
Appendix G: Sample Issues ListPublic Target
Appendix H: Mutual Confidentiality Agreement
Appendix I: Sample Due Diligence Checklist
Appendix J: Disclosure Matrix