Negotiating Due Diligence Issues in Acquisitions

About the Course:

When you are involved in an acquisition you must know what the issues are in order to negotiate deal terms. This session delves into acquisition due diligence issues ranging for accounting concerns to the transferability of government permits; from shareholder loans to compiling lists of warranty claims; and, from exclusivity and to confidentiality provisions typically included in Letters of Intent.

This session is led by a speaker who shares his experience of negotiating 250 deals over a 25 year career. Among the issues discussed during this webinar are:

  • What are the merits and concerns associated with negotiating acquisitions during a seasonal company's busy season?
  • Why might it be advantageous to place target closing dates in Letters of Intent?
  • What are the merits of acquirers negotiating with all of the seller's principal shareholders simultaneously?
  • How can Letters of Intent be terminated?
  • How can employees of companies become ensnared in insider trading allegations if acquisition confidentiality is not preserved?
  • What is the significance of the "ordinary course of business" provision in Letters of Intent?
  • How can a company paying its employees in stock become the target of class action law suits?
  • What risks arise when a selling company conducts environmental impact studies?
  • Which risks can and cannot be essentially eliminated via representations, warranties, indemnification and escrows?
  • Is there a Statute of Limitations on tax liabilities?
  • How can the acquirer's human resources department derail an acquisition?
  • Why is due diligence relative to a selling company's information technology security an important issue for acquirers?
  • Why might it be a mistake for sellers to believe that buyer's attorneys are acting independently?
  • What are the risks of sellers working on joint projects with buyers before deals are consummated?

Course Leader: James C. Chapman, Partner, Bingham McCutchen LLP

James C. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international business transactions. He has more than 25 years experience in corporate and securities law and has been involved in over 250 mergers, acquisitions and financing transactions. These transactions have included public offerings, private placements, debt financings, venture capital transactions, stock sales, asset sales, mergers, reorganizations and recapitalizations.

James also has a significant background in international transactions, particularly dealing with China and Chinese-related companies. These transactions include both assisting Chinese companies invest and raise capital in the U.S. and helping U.S. firms make investments and operate in China. From the media industry to the pharmaceutical industry, he has been engaged in working with clients on numerous China-U.S. transactions and matters.

Course Length: Approx. 1.5 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at