Recorded Webinar: Protecting the Purchaser in a Business Acquisition: Getting Your Due Diligence and Sale Agreement Right

This session gives a structural overview of business acquisition which enables a more strategic focus and provides a good risk management profile. It includes:

Preconditions and deliverables

• Business or share sale considerations
• Conditions precedent – shares and consents
• Assigned or novated leases to buyer – working it out in advance
• Financing arrangements – are they all in place?
• Type of sale documentation and inclusions
• Assessing the employment pool and transition options
• FIRB matters that need investigating

Investigation searches, warranties and their limitations

• Access rights and transparency on IP and accounts
• Searches including PPS and knowing what to look for
• Proof of title and verifications
• Negotiating warranties and indemnities
• Status of representations and contract finalization

Completion, post completion and restraints

• Covenants for period between signing and completion
• The period from completion to payment – what needs to be done?
• Asset transfers – getting the documentation in place
• Post completion arrangements
• Materiality qualifiers
• Seller availability
• Restraints – what’s reasonable?