M&A Bootcamp booklet - Flipbook - Page 2
M&A Boot Camp training sessions
Acquiring privately held businesses
Hogan Lovells faculty:
Rick Climan, Keith Flaum, Jane Ross, and Chris Moore
Table of Contents
1. Program outline
3
2. Introductory materials
5
3. Balance sheet of hypothetical target company
13
4. Deal structures for acquiring a privately held business
15
5. Illustrative comparison of income tax consequences: stock sale vs. asset sale
21
6. Chart comparing alternative deal structures for acquiring privately held businesses
23
7. Private company acquisition timeline
25
8. Negotiating the Acquisition of a Privately Held Business:
Some Basic Issues and Principles
27
9. Pricing formulations in stock-for-stock mergers
44
10. The three basic building blocks of the acquisition agreement:
Representations & warranties; pre-closing covenants; and closing conditions
52
11. Indemnification provisions in agreements for the acquisition of
privately held companies
71
12a. Sample merger agreement for the acquisition of a privately held company
(Riverbed/Mazu Networks)
83
12b. Sample merger agreement for the acquisition of a publicly traded company
(Marvell Technology/Antigua)
161
13. Drafting and negotiating pointers for junior M&A lawyers
244
14. M&A jargon
270
15. ABA Private Target M&A Deal Points Study (Released 2019)
274
16. “Buyer Power Ratio” Deal Points Study (Released 2017)
339
17. Caveats
365