Master the legal and financial frameworks of private M&A to confidently structure agreements, mitigate transaction risks, and drive complex deals to a successful and seamless close.
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:
Partner, Corporate and Securities Group | Pierson Ferdinand LLP
Jay advises publicly held and private companies, as well as private equity and other investment firms, in mergers and acquisitions and securities offerings. He also advises boards of directors and board committees on mergers and acquisitions and other corporate governance matters. His clients invest in and operate companies across a wide variety of industries, including technology, healthcare, business services, energy, and consumer products. Jay’s experience includes helping private equity firms build out their portfolios with acquisitions, grow their portfolio companies, and successfully execute exits; representing venture capital firms, as well as startups and emerging businesses seeking growth and funding; and advising investment banks and issuers in securities offerings. Additionally, he serves as outside general counsel to a variety of enterprises, advising boards, management, and controlling stockholders on matters including litigation management, compliance investigations, IP management, human resources issues, and strategic planning. He also assists long-established family businesses and their controlling families through transition and sale situations, and supports family offices and closely-held investment companies in capital raising and restructuring matters.
