At every step along the path toward the sale of your business, the outcome of your negotiation with the buyer has the potential to dramatically impact the value you and your stockholders realize in the acquisition. When preparing for M&A, management teams and private equity and venture capital investors must consider many factors beyond the top-line "sticker price," each of which can impact how much overall consideration they will ultimately keep.
Please join Cooley's M&A team and SRS's post-closing team for a discussion of practical, often overlooked, issues and deal terms that will ultimately affect acquisition value for stockholders, option holders, management and other stakeholders.
- Deal terms with the greatest impact on sale price and timing of payments
- Analysis of the most common indemnification claims, management of such issues and ways to mitigate against them
- Issues related to earnout payments, including experience with payouts and disputes
PANELISTS WILL INCLUDE
Paul Koenig – Mr. Koenig is Managing Director and co-founder of SRS. An attorney and entrepreneur, Mr. Koenig manages operations and heads the Professional Team. Previously, Mr. Koenig practiced law at some of the nation's most prestigious law firms, specializing in the representation of both public and venture-backed companies in M&A, debt and equity financings, company formations, and securities issuance and compliance.
Alfred L. Browne, III – Mr. Browne is a partner in the Cooley Business department, and is partner in charge of the firm's Boston office. He joined the firm in 2007 and is resident in the Boston office. Mr. Browne specializes in mergers and acquisitions; late-stage venture capital and growth equity transactions; cross border transactions; and complex intellectual property transactions, particularly in the software industry. Mr. Browne's clients include strategic and financial buyers and sellers in public and private acquisitions, including private equity sponsored leveraged buyouts and take-private transactions. Mr. Browne also has significant experience in counseling boards of directors in connection with mergers and acquisitions and related governance and anti-takeover matters. Mr. Browne has experience representing a broad range of technology and other growth companies including software, technology-enabled services, healthcare IT, telecommunications, and services companies.
Patrick J. Mitchell – Mr. Mitchell is a partner in the Cooley Business department. He joined the firm in 2007 and is resident in the firm's Boston and New York offices. Mr. Mitchell practices in the areas of private equity, venture capital, mergers and acquisitions, technology licensing and general corporate law. He represents several leading private equity and venture capital firms in connection with leveraged acquisitions, portfolio investments and matters relating to their portfolio companies. Mr. Mitchell also regularly counsels technology and growth companies in various industries, including digital media, software, wireless and energy. A significant portion of Mr. Mitchell's practice is devoted to international transactions, including financing and commercial transactions in Germany, China, India and Canada.
Miguel J. Vega – Mr. Vega is a partner in the Cooley Business department. He joined the firm in 2007 and is resident in the Boston office. Mr. Vega's practice focuses on the representation of companies at all stages of development, from start-ups to public companies, and their sources of capital. With expertise in corporate and securities law, he represents clients in mergers and acquisitions, public offerings and venture financings, in addition to advising clients on SEC compliance, corporate governance, technology transfers and licensing, and strategic partnerships. Mr. Vega also represents venture capital firms in their investments in early and later stage operating companies, and has represented such firms in their formation and fundraising efforts, as well as in complex leveraged transactions and restructurings.
WHO SHOULD ATTEND? CEOs, CFOs and COOs of and venture capital and private equity investors in companies considering a sale in the near future or as a likely exit strategy.
The conference is by invitation only. For more information, please email Amelia Bashalany or call 617-937-2452.