Monday, October 19th, 2009
I remember post-“9/11” working at a major law firm in New York City and watching all of the transactions on my plate fall apart. Indeed, then (like now), as credit dried-up, the M&A pendulum swung to the acquisition of distressed (i.e., financially-troubled) companies; however, as I learned first-hand, acquiring a distressed company raises a host of significant risks and potential problems that are not typically found in the acquisition of a healthy, solvent company (which I recently discussed here). Below are ten tips for entrepreneurs who are looking to get into the distressed M&A game. They relate to two different contexts: (i) prior to (or absent) a distressed target’s Chapter 11 filing — i.e., the non-bankruptcy context; and (ii) after a distressed target’s Chapter 11 filing — i.e., the bankruptcy context. (more…)
Tags: bankruptcy, chapter 11, distressed business, distressed company, distressed M&A, fraudulent conveyance, M&A, pre-pack, prepackaged bankruptcy, Section 363 sale, stalking horse
Posted in M&A Issues, Restructuring Issues | View Comments
Tuesday, October 6th, 2009
As I have previously noted, I was a corporate attorney for nearly eight years at two major law firms in New York City; and the majority of my work there was spent negotiating and documenting large mergers and acquisitions for multinational corporations, financial institutions and private equity firms. When I moved out here to California in 2005 and started focusing on representing entrepreneurs (which meant predominately middle-market M&A transactions), I was surprised to see how unsophisticated a lot of the players are here; in short, it’s a different environment than New York. Nevertheless, I love living in California, and I am trying to provide to entrepreneurs (via these blog posts) some legal tips and lessons I learned at the big firms in New York City. Below are ten tips for entrepreneurs who are contemplating acquiring a private company. (more…)
Tags: acquisition agreement, basket, cap, ceiling, corporate attorney, due diligence, earn-out, entrepreneurs, escrow, Hart Scott, letter of intent, LOI, M&A, MAC, material adverse change, no shop, successor liability
Posted in Dealmaking Generally, M&A Issues | View Comments