In this class you will also gain an understanding of financial due diligence, with a focus on quality of earnings, debt and debt-like items, and working capital. Additionally, you will learn about the components of a Purchase and Sale Agreement (PSA), including its key terms and purchase price adjustment mechanisms. The course will also cover the roles and responsibilities of Seller Counsel and Buyer Counsel. Seller Counsel will focus on drafting the Non-Disclosure Agreement (NDA), compiling and updating the client's organizational documents and key legal materials, negotiating terms with opposing counsel and other parties to the transaction, reviewing and revising deal documents, and handling closing and post-closing matters. Buyer Counsel, on the other hand, will be responsible for drafting the deal documents, participating in due diligence efforts as part of the buyer team, and negotiating deal term revisions or additional terms based on due diligence results.  Key documents of the transaction, such as the Non-Disclosure Agreement, Letter of Intent, Purchase/Sale Agreement, and Ancillary Agreements (Employment, Non-Compete, Buy Back Option, Seller Finance Docs), will also be discussed in detail. The course will cover the role of legal counsel in assisting the seller client in due diligence preparations and efforts, setting up the data room, providing relevant materials per requests, and participating in due diligence efforts as part of the buyer team. Also, take a look at emerging trends in the field, such as the use of rep/warranty and cyber risks, as well as the involvement of IT, insurance, and HR participants alongside traditional legal, tax, and accounting resources, will also be explored. The course will delve into when insurance makes sense in a deal and whether it replaces escrow holdbacks, as well as who pays for it.

Class Objectives:

• Who is the Client?  
• Seller Counsel Focus/Buyer Counsel Focus 
• Key Documents of Transaction  
• Legal Due Diligence  
• Emerging Trends