Speaking Engagement

M&A Guide for In-House Counsel: Protecting Client’s Interests, Drafting Essential Documents, Closing the Deal

Blank Rome partners Kathleen A. Cunningham, Masha Trainor, and Kristine Carpenter (Vice President, Legal, M&A and Corporate Governance at Westinghouse Air Brake Technologies Corporation) will serve as presenting faculty for M&A Guide for In-House Counsel: Protecting Client’s Interests, Drafting Essential Documents, Closing the Deal, a live Strafford webinar taking place Thursday, March 14, 2024, from 10:00 to 11:30 a.m. PST / 1:00 to 2:30 p.m. EST.

ABOUT THE PROGRAM

For general counsel (“GC”), a significant acquisition is a career-changing opportunity. Getting the mergers and acquisitions (“M&A”) transaction completed in a manner that fits the company’s risk profile requires planning for how best to leverage in-house legal resources and make strategic use of outside vendors. A successful deal also requires the GC to balance not only the legal issues and considerations of a deal but also the overall business goals of the company.

The key tasks for GC during the deal phase of an M&A transaction include working with the business and tax team to structure the deal; getting the key documents in place at the outset which may include a non-disclosure agreement, letter of intent, and term sheet; performing legal due diligence which for the buyer should cover not only the target company but also its key personnel; and reviewing the deal documents for material items and preparing the necessary disclosures and schedules.

Once the deal has closed, GC is tasked with ensuring that the transition and integration of the two companies go smoothly. For example, advising on competition/antitrust and employment issues which may require arranging for a Hart-Scott-Rodino filing and foreign clearances. GC may also need to address various items that arise after closing like purchase price adjustments, indemnification claims, interpretation and enforcement of restrictive covenants, and if applicable the resolution of pending litigation or regulatory investigations.

Kathleen, Masha, and Kristine will share insights and best practices for how in-house lawyers can best serve their internal clients and lead the company through a successful M&A transaction.

Topics include:

• What does a GC’s role entail during a typical M&A deal?
• What are key terms of the NDA, letter of intent, and term sheet that the GC should address to adequately protect the client?
• How can the GC facilitate the due diligence process and the successful close of an M&A deal?
• What tasks should the GC undertake after a deal closes to ensure the successful integration of the two companies?

The webinar includes interactive Q&A and CLE credit is available.

For more information and to register, please visit the webinar webpage.