Key M&A Documents: LOI, SPA, & Essential Legal Agreements for Mergers & Acquisitions

The Key M&A Documents program is designed for corporate executives, legal professionals, investment bankers, and dealmakers involved in mergers and acquisitions. M&A transactions require a series of well-structured legal agreements to define deal terms, allocate risk, and ensure compliance. This program provides a deep dive into the most important M&A documents, including LOIs, SPAs, Asset Purchase Agreements (APA), Non-Disclosure Agreements (NDA), and Due Diligence Reports. Participants will gain a clear understanding of each document’s function, negotiation strategies, and common pitfalls to avoid.

• Provide an overview of essential M&A legal documents and their functions.
• Teach best practices for drafting, reviewing, and negotiating M&A contracts.
• Explain the legal rights, obligations, and risks embedded in key agreements.
• Ensure compliance with corporate, tax, and regulatory laws during transactions.

• Understand the role of key M&A documents in deal structuring.
• Learn how to draft and negotiate Letters of Intent (LOI) and Term Sheets.
• Gain insights into Share Purchase Agreements (SPA) and Asset Purchase Agreements (APA).
• Develop expertise in Due Diligence Reports, NDAs, and Closing Memorandums.
• Explore real-world case studies of successful and failed M&A deals.

1. Module 1: Overview of M&A Documentation

   • Importance of legal documentation in M&A deals.
   • Key legal, financial, and tax considerations in structuring agreements.

2. Module 2: Letter of Intent (LOI) & Term Sheets

   • Purpose and binding vs. non-binding clauses.
   • Negotiation strategies and common LOI pitfalls.

3. Module 3: Share Purchase Agreement (SPA) & Asset Purchase Agreement (APA)

   • Structuring share vs. asset transactions.
   • Key terms: purchase price adjustments, representations, warranties, and indemnities.

4. Module 4: Due Diligence Reports & Regulatory Compliance

   • Legal, financial, and operational due diligence documentation.
   • Handling regulatory approvals and compliance obligations.

5. Module 5: Ancillary Agreements & Closing Documents

   • Non-Disclosure Agreements (NDA) for confidentiality.
   • Closing Memorandums and Transitional Agreements for post-merger integration.

• Corporate executives and business owners involved in M&A transactions.
• Legal professionals and in-house counsel handling business acquisitions.
• Investment bankers and private equity professionals structuring deals.
• Compliance and risk officers ensuring regulatory adherence in transactions.