M&A Boot Camp booklet 2023 - Flipbook - Page 3
M&A Boot Camp training sessions
Acquiring privately held businesses
Hogan Lovells faculty:
Rick Climan, Keith Flaum, and Jane Ross
Table of Contents
1. Program outline
4
2. Introductory materials
6
3. Balance sheet of hypothetical target company
14
4. Deal structures for acquiring a privately held business
16
5. Illustrative comparison of income tax consequences: stock sale vs. asset sale
22
6. Chart comparing alternative deal structures for acquiring privately held businesses
24
7. Private company acquisition timeline
26
8. Negotiating the Acquisition of a Privately Held Business:
Some Basic Issues and Principles
28
9. Pricing formulations in stock-for-stock mergers
45
10. The three basic building blocks of the acquisition agreement:
Representations & warranties; pre-closing covenants; and closing conditions
53
11. Indemnification provisions in agreements for the acquisition of
privately held companies
72
12a. Sample merger agreement for the acquisition of a privately held company
(Riverbed/Mazu Networks)
84
12b. Sample merger agreement for the acquisition of a publicly traded company
(Marvell Technology/Antigua)
162
13. Drafting and negotiating pointers for junior M&A lawyers
245
14. M&A jargon
271
15. ABA Private Target M&A Deal Points Study (Released 2019)
276
16. “Buyer Power Ratio” Deal Points Study (Released 2017)
341
17. Caveats
367