44th Annual Advanced Business Law: The M&A Playbook for Seller's Counsel - Enhancing Deal Value and Mitigating Deal Risk Seminar Materials


This comprehensive, stand-alone publication is direct from an April 2017 seminar, cosponsored with the Business Law Section of the Virginia State Bar.

There was a time when most company founders insisted that they would never sell their company. Today, most business owners expect and even design their business plans for growth and an eventual exit. As seller’s counsel, you may have represented the target business for years or just received a referral to handle the deal. The seller may be experienced with mergers and acquisitions or may be facing his or her first deal. How early are you to the process? Has your client hired an investment banker to help auction the company or is a preemptive buyer already identified? Will the founder or key people go along with the deal or retire? Are there international, intellectual property, antitrust, or other unique issues involved?

In a private company sale, seller’s counsel must help the client navigate many areas of law, accounting, and business, from due diligence, to confidentiality agreements and letters of intent, to working capital adjustments and earn outs, to tax planning, indemnification risk, and beyond. The “best” sale process and deal terms will depend on the seller’s objectives, ownership, strengths and weaknesses, industry, market timing, and many other factors. An M&A process is often more art than science, especially in a rapidly changing economy where business models are as varied as the types of buyers looking to buy companies.

Topics covered at the 2017 seminar include:

  • Finding the “Best” Buyer
  • Reverse Due Diligence
  • Structuring the Transaction
  • Anatomy of the Purchase Agreement

Copyright © 2017 Virginia Law Foundation. All rights reserved.

Table of Contents

I. Finding the “Best” Buyer
John Dickerson, Andrew Lohman

Form of Sell-Side Confidentiality Agreement

Form of Bid Instruction Letter

Template Letter of Intent for Equity Purchase

II. Best Practices in Anticipating and Responding To Buyer M&A Due Diligence
Moderator: Steve Keeler Speakers: Sanjay Beri, John Huddle, David Siegel

Due Diligence Request List

III. Structuring the Transaction
William Mutryn, Howard Solodky

Transaction Structuring Tax Issues
Howard Solodky

Exhibit A – S Corporation

IV. Anatomy of a Purchase Agreement
William Mutryn, Steve Keeler, Karl Knoll

SRS Acquiom M&A Deal Terms Study

V. Ethics Issues for Lawyers Handling M&A Transactions

Tom Spahn

Ethics Issues for Lawyers Handling M&A Transactions
Hypotheticals and Analyses


John Dickerson

Andrew Lohman

Steve Keeler

Sanjay Beri

John Huddle

David Siegel

William Mutryn

Howard Solodky

Karl Knoll

Tom Spahn


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