Whether you buy another business as part of your growth strategy, or sell your business as part of your exit strategy, eventually every entrepreneur will be part of an M&A transaction. For many entrepreneurs, however, that transaction is a case of first impression. This class is designed to give entrepreneurs a hands-on simulated M&A experience to help prepare in advance and avoid common pitfalls for the unprepared.
In this class, you will be the directors of Company X, a company considering the acquisition of TargetCo. Our class is the exercise of going through the Asset Purchase Agreement and the due diligence process to expose these “directors” to the kinds of things that come up in buying and selling businesses.
We will provide a background package on TargetCo, a high tech staffing company with locations in several states, a combination of full-time corporate employees and temporary staffed employees, owned and licensed intellectual property, leased and owned real property, and litigation experience. Then, as a class, the attorneys at Miller & Martin will present to the “directors” the findings from our due diligence examination, and a discussion of the available means of dealing with discovered challenges.
February 19 – This is an advanced workshop for ATDC Portfolio and Graduate companies. Click here to register for Part 1.
- Introduction to Miller & Martin attorneys
- Introduction to Mergers & Acquisitions generally
- Introduction to Asset Purchase Agreement structure (due diligence checklist, disclosure schedules, etc.)
- Introduction to TargetCo
- Introduction to corporate authorizations
- Introduction to mechanics of asset transfer
February 26 – This is an advanced workshop for ATDC Portfolio and Graduate companies. Click here to register for Part 2.
- Due Diligence on Corporate History and Authority
- Due Diligence on Debt and Encumbrance
- Due Diligence on Real Property Matters
- Due Diligence on Employment Matters
March 12 – This is an advanced workshop for ATDC Portfolio and Graduate companies. Click here to register for Part 3.
- Due Diligence on Litigation
- Due Diligence on Intellectual Property
- Wrap up and conclusion.