Structuring and Closing Private M&A Transactions

Private M&A transactions are ultimately exercises in risk allocation. Decisions made during deal structuring and drafting directly affect liability exposure, tax outcomes, post-closing disputes, and the overall commercial success of the transaction. Clauses that appear routine in precedent documents often become the provisions that determine who bears financial risk when issues emerge after closing.

This session examines how private acquisitions work in practice, focusing on the interaction between deal structure, letters of intent, representations and warranties, indemnification frameworks, and purchase price adjustment mechanisms. Participants will gain practical insight into how these provisions function commercially, where negotiations commonly break down, and how evolving tools such as representation and warranty insurance are changing transaction dynamics.

Key Topics Discussed:

• Traditional M&A deal structures (stock purchases, asset purchases, and mergers)
• Contrasting the transfer of assets, liabilities, and contractual assignments across deal types
• Tax considerations in M&A (double taxation risks vs. booking up asset values via purchase price allocation)
• The function, binding elements, and core economic terms within Letters of Intent (LOIs)
• Establishing exclusivity windows and the operational scope of due diligence