• Define and understand the Private Capital Markets and how those differ from the public markets 

• Current trends in the private capital marketplace (such as valuation statistics, private equity fundraising, acquisition strategies, transaction volume, etc.) 

• The connection between sources of capital, transfer methods, and valuation for privately held businesses 

• How to apply these theories when offering advisory services to privately held businesses 

• Best practices and methods for private capital transactions 

• Identify deal opportunities with middle market companies 

• 10 steps to transaction completion 

• M&A practice management considerations 

• Reasons buyers deploy “Growth by Acquisition” strategy 

• Logical process and considerations used in strategic buying decisions 

• Weaving growth strategy into the acquisition and integration processes 

• Insights into cultivating and fostering relationships with the right targets 

• Technology and tools leveraged by high performing buy-side groups and functions

• Define and understand the valuation standards applicable for various purposes 

• Understand how the subject of the valuation should impact the approach to valuation   

• Identify factors that impact pricing in an M&A transaction and how they are considered in a valuation   

• Understanding the M&A/valuation balance sheet and enterprise value 

• Understand the steps in the valuation process    

• Understand the approaches to valuation, methods, and typical application  

• Cost/Asset Approach 

• Income Approach 

• Market Approach 

• Identify the objectives of financial analysis in valuation and M&A 

• Understand techniques utilized including trend, ratio and benchmark analysis 

• Understand how the quality and reliability of financial information impacts financial analysis for valuation and M&A 

• Understand the M&A/valuation balance sheet and identify operating and non-operating assets 

• Understand cash-free, debt free net working capital and impact on valuation and M&A 

• Identify appropriate measurement of economic earnings and its use in valuation and M&A 

• Identify normalizing adjustments and control adjustments and their impact on valuation and M&A 

• Understand the connection between the M&A/valuation balance sheet and the structure and terms of an M&A transaction 

• Identify external and internal factors that may impact Enterprise Value and Transaction Price 

• Understand how market, industry, company specific, and potential buyer impact valuation and transaction price and structure 

• Identify the market for the business, type of buyers, and impact on transaction price and valuation 

• Identify risk factors, value drivers, and strategies to maximize value   

• Understand the impact of transaction structure on the buyer and seller   

• Understand the effect of stock vs. asset sales, tax structure and their impact on value to the buyer and proceeds to the seller 

• Identify how debt, taxes, and non-cash consideration impact value   

• Key insights into the Sellers journey and deal timeline 

• Understanding Financial Due Diligence with a focus on Quality of Earnings, Debt and Debt-like items and Working Capital 

• Understand the components of a Purchase and Sale Agreement (PSA), its key terms and purchase price adjustment mechanisms 

• Explore the sequencing of a deal and the transaction documents negotiated along the way 

• Understand the foundational structuring and tax issues that drive every deal 

• Uncover the potential due diligence landmines that can derail a transaction 

• Learn how securities laws, regulatory regimes and insurance products are changing the M&A landscape 

Who is the Client? 

• pick one party and only one (buyer; seller; corporate entity; investor) 

Seller Counsel Focus/Buyer Counsel Focus 

• drafting NDA (seller counsel) 

• compiling/updating client’s organizational documents, key legal materials (seller counsel) 

• negotiating terms with opposing counsel, other parties to transaction (seller & buyer counsel) 

• drafting deal documents (buyer counsel) 

• review/revision of deal documents (seller counsel) 

• handling closing (and post closing) matters (seller & buyer counsel) 

Key Documents of Transaction 

• Non-Disclosure Agreement 

• Letter of Intent 

• Purchase/Sale Agreement 

• Ancillary Agreements (Employment; Non-Compete; Buy Back Option; Seller Finance Docs) 

Due Diligence 

• Assist seller client in due diligence preparations, efforts (seller counsel) 

• Assist set up of data room, providing relevant materials per requests (seller counsel) 

• Participate in due diligence efforts as part of buyer team (buyer counsel) 

• Negotiate deal term revisions or additional deal terms per due diligence results (seller & buyer counsel) 

Emerging Trends 

• Use of rep/warranty, cyber risks, employment liability insurance 

• When does insurance make sense in deal 

• Does insurance replace escrow holdbacks; who pays 

• Involvement of IT, Insurance, HR participants as much as traditional legal, tax, accounting resources