SlideShare a Scribd company logo
2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.
Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
3
4
Thank You To Our Sponsors
Meet the Faculty
MODERATOR:
Robert Londin - Jaspan Schlesinger LLP, NY
PANELISTS:
Stephen Brodsky - Mazzola Lindstrom LLP, New York
Terry Orr - HKA, Philadelphia
Michael D. Weis - Firsel Ross & Weis, Chicago
5
About This Webinar- Post-Closing Issues: Integration &
Potential Buyer/Seller Disputes
6
The deal is complete, and the parties have finished the hard work. Or have they? Integration
planning turns to execution as people, process, and technology are combined once the deal
is legally closed. The buyer will need to consider the purchased business or assets from the
standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In
addition, numerous post-closing legal issues may arise, including purchase price adjustments,
breaches of representations and warranties, enforcement of key negative employment-related
covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-
ups of final financials. This episode guides listeners through the process, timing, and issues
which most commonly arise after the closing of deals.
About This Series – Private Company M&A Boot Camp 2022
This series features leading M&A attorneys and other deal professionals speaking about
private company M&A in roughly chronological order, guiding the audience through a
conversation that spans from deal origination, the LOI (letter-of-intent) or term sheet, due
diligence, document drafting and negotiation, closing, and post-closing. Issues addressed
include tax planning and structure; corporate governance; negotiating deal points and
common pitfalls and challenges; closing conditions; representations and warranties;
indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and
employment. While many of the topics covered apply also to public company M&A, the focus
of this webinar series is on M&A involving a privately owned company or business.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
7
Episodes in this Series
#1: Structuring and Planning the M&A Transaction
Premiere date: 8/25/22
#2: Key Provisions in M&A Agreements
Premiere date: 9/22/22
#3: The M&A Process
Premiere date: 10/27/22
#4: Post-Closing Issues: Integration & Potential Buyer/Seller Disputes
Premiere date: 11/17/22
#5: Negotiating an M&A Deal
Premiere date: 12/15/22
8
Episode #4
Post-Closing Issues: Integration & Potential Buyer/Seller Disputes
9
Post-Acquisition Integration = Merging operations,
finances, culture, etc. of acquired business with Buyer
10
Goal=Synergy
11
Asset or Equity Deal
• Asset Deal
✓ Does Buyer get Seller’s name?
✓ Who collects Seller’s A/R?
✓ Third party consents
✓ Handling of any pandemic PPP loans
12
Asset or Equity Deal
• Equity Deal (other than if merger)
✓ Does Target entity remain?
o If not, issues related to transferring Target’s employees to benefits plans, stock
option plans, result
✓ Third party consents
✓ Handling of any pandemic PPP loans
13
General Principles
• Direction from the top
• Begins pre-close
• Move fast before day-to-day business issues overshadow integration efforts
• Integration Manager (role should ideally start during due diligence)
• Role clarity
• Don’t permit bad behavior
• Consider when to inform target company employees of acquisition (adverse attrition and
confidentiality concerns)
14
The “First 100 Days”
• Make decisions & set priorities
• Communication is key
• What communications will Seller/Target permit prior to closing?
✓ FAQs
✓ What stays the same?
✓ What changes?
15
The Next 18 Months
• Implement decisions based on priorities
• Integration teams
16
Substantive Areas
• IT
• Branding
• Risk management/insurance
• Legal/compliance
17
Measuring Success Short Term
• Usable IT system
• Motivation/engagement
• Knowledge transfer
18
Measuring Success Longer Term
• Retention of…
✓ Employees
✓ Customers
✓ Suppliers
✓ Physical facilities/workforce economies of scale
19
Imperatives for PMI Success According to the Boston
Consulting Group
• Define first principles- the objectives and philosophy of the merger- and design the PMI
to reflect them
• Manage the PMI as a discrete process, separate from the day-to-day running of the
business
• Organize PMI teams to mirror the value drivers of the merger- and staff with the best
people
• Insist on senior leadership that is active, committed, and highly visible
20
Imperatives for PMI Success According to the Boston
Consulting Group
• Maximize cost synergies but plan for revenue synergies as well
• Define explicit cost and revenue targets and revisit them continually throughout the PMI
• Retain current customers by making them an integral part of the PMI process
• Manage talent- by selecting, retaining, and developing the best people for the new
organization
21
Imperatives for PMI Success According to the Boston
Consulting Group
• Design a workable organization structure for the combined company
• Recognize that PMI is an exercise in change management
• Assume that it is better to have “too much” communication than too little
• Manage the integration of organization culture with the same discipline and rigor as the
operational and financial integration
22
Earn-Out Issues?
• Is there an earn-out in place, and if so, does it put any constraints on buyer in terms of
hiring and firing employees, amount of CapEx, etc.?
• Does the main acquisition agreement provide for any Buyer covenants with respect to the
earn-out (good faith and fair dealing; seller consent rights; limitations/adjustments based on
post-closing for other acquisitions or dispositions)
23
Collection of Accounts Receivable (Generally Only
Applicable in an Asset Purchase)
• Who collects outstanding A/R as between Buyer and Seller?
• Are there restrictions in how collected A/R is to be accounted for?
• Additional payment to Seller as opposed to indemnification right for Buyer (and if so,
subject to cap and basket)?
24
Post-Closing True-Up / Balance Sheet Adjustment
• Who does it and when?
• Right to contest; dispute resolution
• Additional payment to Seller as opposed to indemnification right for Buyer (and if so,
subject to cap and basket)?
25
“Positive” Employment – and Consulting-Related
Responsibilities
• Employment and consulting agreements
• Difficulty of getting primary shareholders to remain engaged post-transaction?
• Non-employment and consulting transition services, such as any assignments, customer
and supplier introductions not done pre-closing, etc.
26
“Negative” Employment and Consulting Restrictions
• Covenants not to compete
• Restrictions on soliciting employees, customers and business relations
• Enforceability concerns?
27
Breaches of Representations and Warranties
• Anything in breach at the closing, and if so, is a suit cut off?
• How long do the representations and warranties survive after closing?
• Are there non-monetary limitations on indemnification claims (for example, obligation to
mitigate damages or pursue insurance)?
• Monetary limits (cap and basket)
28
Breaches of Representations and Warranties
• Offset rights for Seller for Buyer’s insurance and tax recoveries
• Existing insurance (“occurrence”), tail or express M&A insurance?
• Analysis of tax benefit (loss) to otherwise indemnifiable losses
• Any reason Buyer might want to not seek indemnification even if it was or might be so
entitled?
29
About the Faculty
30
About The Faculty
Robert Londin - rlondin@jaspanllp.com
A partner in his firm’s Corporate and Commercial Transactions Group, Mr. Londin counsels
numerous companies in connection with their mergers and acquisitions (both strategic and
financial), financing needs and the execution of their business plans; financial concerns in
capital markets transactions; emerging-growth companies; seed and venture capital clients in
connection with the formation of their investment vehicles and making of their portfolio
company investments; borrowers and lenders in secured financings; and companies and
highly compensated executives in connection with their compensation and separation
arrangements. Rob serves as general counsel to many clients and their senior executives and
advisory boards. This general corporate representation covers day-to-day legal issues as well
as strategic planning and business development extending to acquisition and financing
concerns. He also represents technology and emerging-growth clients in connection with their
strategic alliances, technology licensing, mergers and acquisitions, corporate finance, venture
capital, banking transactions and general corporate needs.
31
About The Faculty
Stephen L. Brodsky– stephen@mazzolalindstrom.com
Stephen is a Corporate and Litigation Partner with Mazzola Lindstrom LLP in New York City. He is
outside General Counsel to privately held companies and entrepreneurs in several industries. In that
capacity, he represents his clients in connection with their corporate formations, governance issues,
acquisitions, sales and other deals, and provides ongoing advice for their business operations. Stephen is
also an accomplished trial attorney and represents his clients in litigation, arbitration and proceedings
before government agencies. Stephen graduated from Columbia Law School, where he was a Harlan
Fiske Scholar, and received his B.A. in Philosophy from University of Pennsylvania, summa cum laude.
Outside his legal practice, Stephen serves in several leadership roles in both the American Bar
Association and New York State Bar Association. He regularly writes and publishes on legal and
business-related topics. Finally, he is very active in nonprofit and civic work both in New York and
nationally.
32
About The Faculty
Terry Orr– TerryOrr@hka.com
Terry Orr is a highly respected authority in forensic accounting, with experience as an auditor and audit
partner in international public accounting firms, where he audited both public and private companies.
Terry regularly works with private equity firms, public company boards, management and outside
counsel, and his expertise and insight have proved essential in resolving a wide range of matters,
including fraud detection, investigation, remediation, and prevention Foreign Corrupt Practices Act
(FCPA) investigations; and litigated disputes. Terry has significant expertise assisting clients with often-
contentious issues arising in disputes. He has delivered expert testimony on accounting, financial,
economic, valuation and damage quantification issues in the context of commercial litigation and acts as
a neutral accounting arbitrator.
33
About The Faculty
Michael D. Weis– mweis@firselross.com
Michael D. Weis is a member of the Corporate Finance Practice Group in Dykema’s Chicago office. Mr. Weis
represents clients in several different industries including manufacturing, distribution, real estate, health care,
food and beverage, technology and professional services. Mr. Weis is regularly involved in the negotiation,
structure, documentation and closing of complex corporate, commercial real estate and finance transactions in
the United States and abroad. Mr. Weis was named a Leading Lawyer in the practice areas of Commercial Real
Estate and Corporate Law.
Mr. Weis is a graduate of the University of Illinois Urbana-Champaign College of Commerce and Business
Administration (B.S. in Accountancy with High Honors) and is a cum laude graduate of the University of Illinois
Urbana-Champaign College of Law. He has been a Certified Public Accountant since 1985. Mr. Weis actively
serves as a member of conference task forces in the corporate, tax, and real estate arenas. He volunteers his
time extensively to the American Heart Association.
34
Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
35
36
About Financial Poise
38
DailyDAC LLC, d/b/a Financial Poise™ provides
continuing education to attorneys, accountants,
business owners and executives, and investors. It’s
websites, webinars, and books provide Plain English,
entertaining, explanations about legal, financial, and
other subjects of interest to these audiences.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/

More Related Content

Similar to M&A BOOT CAMP - 2022: Post-Closing Issues -Integration & Potential Buyer Seller Disputes

Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
Financial Poise
 
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Financial Poise
 
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
Financial Poise
 
Key Issues in M&A for In-House Counsel
Key Issues in M&A for In-House CounselKey Issues in M&A for In-House Counsel
Key Issues in M&A for In-House Counsel
Louis Lehot
 
Business Breakups (Series: Common Commercial Conflicts)
Business Breakups (Series: Common Commercial Conflicts)Business Breakups (Series: Common Commercial Conflicts)
Business Breakups (Series: Common Commercial Conflicts)
Financial Poise
 
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Financial Poise
 
Common Issues and Strategies in Business Breakups
Common Issues and Strategies in Business Breakups Common Issues and Strategies in Business Breakups
Common Issues and Strategies in Business Breakups
Financial Poise
 
How to Sell Your Biotechnology Company
How to Sell Your Biotechnology CompanyHow to Sell Your Biotechnology Company
How to Sell Your Biotechnology Company
Mintz Levin
 
Solutions For Corporate Executives
Solutions For Corporate ExecutivesSolutions For Corporate Executives
Solutions For Corporate Executives
jefong
 
BUSINESS LAW REVIEW- 2022: Selling a Business
BUSINESS LAW REVIEW- 2022: Selling a Business BUSINESS LAW REVIEW- 2022: Selling a Business
BUSINESS LAW REVIEW- 2022: Selling a Business
Financial Poise
 
M&a due diligence guide
M&a due diligence guideM&a due diligence guide
M&a due diligence guide
Suleiman Haq
 
Choosing an M&A Advisor: A Guide for Investors, Boards, and Management
Choosing an M&A Advisor: A Guide for Investors, Boards, and ManagementChoosing an M&A Advisor: A Guide for Investors, Boards, and Management
Choosing an M&A Advisor: A Guide for Investors, Boards, and Management
SecureDocs
 
Significance of due diligence as a procedure report
Significance of due diligence as a procedure reportSignificance of due diligence as a procedure report
Significance of due diligence as a procedure report
Ruchita Sangare
 
M&A What V Cs Should Know
M&A What V Cs Should KnowM&A What V Cs Should Know
M&A What V Cs Should Know
laurie49107
 
27. Series 27 Starting A Joint Venture
27. Series 27 Starting A Joint Venture27. Series 27 Starting A Joint Venture
27. Series 27 Starting A Joint Venture
njhb1958
 
Bankruptcy Services
Bankruptcy ServicesBankruptcy Services
Bankruptcy Services
Paladin
 
The Banker View by George Patterson of HSBC
The Banker View by George Patterson of HSBCThe Banker View by George Patterson of HSBC
The Banker View by George Patterson of HSBC
SOSV / HAX
 
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
Financial Poise
 
Positioning the Company for an Exit - Chapman - Mar 14
Positioning the Company for an Exit - Chapman - Mar 14Positioning the Company for an Exit - Chapman - Mar 14
Positioning the Company for an Exit - Chapman - Mar 14
Jim Chapman
 
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
Financial Poise
 

Similar to M&A BOOT CAMP - 2022: Post-Closing Issues -Integration & Potential Buyer Seller Disputes (20)

Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...
 
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
 
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...
 
Key Issues in M&A for In-House Counsel
Key Issues in M&A for In-House CounselKey Issues in M&A for In-House Counsel
Key Issues in M&A for In-House Counsel
 
Business Breakups (Series: Common Commercial Conflicts)
Business Breakups (Series: Common Commercial Conflicts)Business Breakups (Series: Common Commercial Conflicts)
Business Breakups (Series: Common Commercial Conflicts)
 
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...
 
Common Issues and Strategies in Business Breakups
Common Issues and Strategies in Business Breakups Common Issues and Strategies in Business Breakups
Common Issues and Strategies in Business Breakups
 
How to Sell Your Biotechnology Company
How to Sell Your Biotechnology CompanyHow to Sell Your Biotechnology Company
How to Sell Your Biotechnology Company
 
Solutions For Corporate Executives
Solutions For Corporate ExecutivesSolutions For Corporate Executives
Solutions For Corporate Executives
 
BUSINESS LAW REVIEW- 2022: Selling a Business
BUSINESS LAW REVIEW- 2022: Selling a Business BUSINESS LAW REVIEW- 2022: Selling a Business
BUSINESS LAW REVIEW- 2022: Selling a Business
 
M&a due diligence guide
M&a due diligence guideM&a due diligence guide
M&a due diligence guide
 
Choosing an M&A Advisor: A Guide for Investors, Boards, and Management
Choosing an M&A Advisor: A Guide for Investors, Boards, and ManagementChoosing an M&A Advisor: A Guide for Investors, Boards, and Management
Choosing an M&A Advisor: A Guide for Investors, Boards, and Management
 
Significance of due diligence as a procedure report
Significance of due diligence as a procedure reportSignificance of due diligence as a procedure report
Significance of due diligence as a procedure report
 
M&A What V Cs Should Know
M&A What V Cs Should KnowM&A What V Cs Should Know
M&A What V Cs Should Know
 
27. Series 27 Starting A Joint Venture
27. Series 27 Starting A Joint Venture27. Series 27 Starting A Joint Venture
27. Series 27 Starting A Joint Venture
 
Bankruptcy Services
Bankruptcy ServicesBankruptcy Services
Bankruptcy Services
 
The Banker View by George Patterson of HSBC
The Banker View by George Patterson of HSBCThe Banker View by George Patterson of HSBC
The Banker View by George Patterson of HSBC
 
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020)
 
Positioning the Company for an Exit - Chapman - Mar 14
Positioning the Company for an Exit - Chapman - Mar 14Positioning the Company for an Exit - Chapman - Mar 14
Positioning the Company for an Exit - Chapman - Mar 14
 
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)
 

More from Financial Poise

IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileIP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
Financial Poise
 
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics  IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
Financial Poise
 
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingTHE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
Financial Poise
 
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
Financial Poise
 
PERSUASIVE BRIEF WRITING 2022 - Style
PERSUASIVE BRIEF WRITING 2022 - Style PERSUASIVE BRIEF WRITING 2022 - Style
PERSUASIVE BRIEF WRITING 2022 - Style
Financial Poise
 
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
Financial Poise
 
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
Financial Poise
 
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
Financial Poise
 
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
Financial Poise
 
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
Financial Poise
 
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
Financial Poise
 
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
Financial Poise
 
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
Financial Poise
 
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
Financial Poise
 
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
Financial Poise
 
M&A BOOT CAMP 2022 - The M&A Process
M&A BOOT CAMP 2022 - The M&A ProcessM&A BOOT CAMP 2022 - The M&A Process
M&A BOOT CAMP 2022 - The M&A Process
Financial Poise
 
CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveCROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
Financial Poise
 
CROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesCROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
CROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
Financial Poise
 
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
Financial Poise
 
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
Financial Poise
 

More from Financial Poise (20)

IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileIP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You File
 
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics  IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
IP-301 POST-GRANT REVIEW TRIALS 2022 - PGRT Basics
 
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingTHE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day Hearing
 
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!
 
PERSUASIVE BRIEF WRITING 2022 - Style
PERSUASIVE BRIEF WRITING 2022 - Style PERSUASIVE BRIEF WRITING 2022 - Style
PERSUASIVE BRIEF WRITING 2022 - Style
 
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...
 
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...
 
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...
 
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101
 
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...
 
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas
 
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101
 
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts
 
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensat...
 
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...CORPORATE  REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...
 
M&A BOOT CAMP 2022 - The M&A Process
M&A BOOT CAMP 2022 - The M&A ProcessM&A BOOT CAMP 2022 - The M&A Process
M&A BOOT CAMP 2022 - The M&A Process
 
CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveCROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
 
CROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesCROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
CROWDFUNDING 2022 - Securities Crowdfunding for Intermediaries
 
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective
 
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022_Opportunity Amidst Crisis...
 

Recently uploaded

مصحف القراءات العشر أعد أحرف الخلاف سمير بسيوني.pdf
مصحف القراءات العشر   أعد أحرف الخلاف سمير بسيوني.pdfمصحف القراءات العشر   أعد أحرف الخلاف سمير بسيوني.pdf
مصحف القراءات العشر أعد أحرف الخلاف سمير بسيوني.pdf
سمير بسيوني
 
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptxRESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
zuzanka
 
BBR 2024 Summer Sessions Interview Training
BBR  2024 Summer Sessions Interview TrainingBBR  2024 Summer Sessions Interview Training
BBR 2024 Summer Sessions Interview Training
Katrina Pritchard
 
Haunted Houses by H W Longfellow for class 10
Haunted Houses by H W Longfellow for class 10Haunted Houses by H W Longfellow for class 10
Haunted Houses by H W Longfellow for class 10
nitinpv4ai
 
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
EduSkills OECD
 
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDFLifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
Vivekanand Anglo Vedic Academy
 
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptxNEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
iammrhaywood
 
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptxBIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
RidwanHassanYusuf
 
Electric Fetus - Record Store Scavenger Hunt
Electric Fetus - Record Store Scavenger HuntElectric Fetus - Record Store Scavenger Hunt
Electric Fetus - Record Store Scavenger Hunt
RamseyBerglund
 
Stack Memory Organization of 8086 Microprocessor
Stack Memory Organization of 8086 MicroprocessorStack Memory Organization of 8086 Microprocessor
Stack Memory Organization of 8086 Microprocessor
JomonJoseph58
 
A Visual Guide to 1 Samuel | A Tale of Two Hearts
A Visual Guide to 1 Samuel | A Tale of Two HeartsA Visual Guide to 1 Samuel | A Tale of Two Hearts
A Visual Guide to 1 Samuel | A Tale of Two Hearts
Steve Thomason
 
Benner "Expanding Pathways to Publishing Careers"
Benner "Expanding Pathways to Publishing Careers"Benner "Expanding Pathways to Publishing Careers"
Benner "Expanding Pathways to Publishing Careers"
National Information Standards Organization (NISO)
 
spot a liar (Haiqa 146).pptx Technical writhing and presentation skills
spot a liar (Haiqa 146).pptx Technical writhing and presentation skillsspot a liar (Haiqa 146).pptx Technical writhing and presentation skills
spot a liar (Haiqa 146).pptx Technical writhing and presentation skills
haiqairshad
 
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptxC1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
mulvey2
 
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
Nguyen Thanh Tu Collection
 
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
imrankhan141184
 
Leveraging Generative AI to Drive Nonprofit Innovation
Leveraging Generative AI to Drive Nonprofit InnovationLeveraging Generative AI to Drive Nonprofit Innovation
Leveraging Generative AI to Drive Nonprofit Innovation
TechSoup
 
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
National Information Standards Organization (NISO)
 
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) CurriculumPhilippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
MJDuyan
 
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem studentsRHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
Himanshu Rai
 

Recently uploaded (20)

مصحف القراءات العشر أعد أحرف الخلاف سمير بسيوني.pdf
مصحف القراءات العشر   أعد أحرف الخلاف سمير بسيوني.pdfمصحف القراءات العشر   أعد أحرف الخلاف سمير بسيوني.pdf
مصحف القراءات العشر أعد أحرف الخلاف سمير بسيوني.pdf
 
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptxRESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
RESULTS OF THE EVALUATION QUESTIONNAIRE.pptx
 
BBR 2024 Summer Sessions Interview Training
BBR  2024 Summer Sessions Interview TrainingBBR  2024 Summer Sessions Interview Training
BBR 2024 Summer Sessions Interview Training
 
Haunted Houses by H W Longfellow for class 10
Haunted Houses by H W Longfellow for class 10Haunted Houses by H W Longfellow for class 10
Haunted Houses by H W Longfellow for class 10
 
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
Andreas Schleicher presents PISA 2022 Volume III - Creative Thinking - 18 Jun...
 
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDFLifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
Lifelines of National Economy chapter for Class 10 STUDY MATERIAL PDF
 
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptxNEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
NEWSPAPERS - QUESTION 1 - REVISION POWERPOINT.pptx
 
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptxBIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
BIOLOGY NATIONAL EXAMINATION COUNCIL (NECO) 2024 PRACTICAL MANUAL.pptx
 
Electric Fetus - Record Store Scavenger Hunt
Electric Fetus - Record Store Scavenger HuntElectric Fetus - Record Store Scavenger Hunt
Electric Fetus - Record Store Scavenger Hunt
 
Stack Memory Organization of 8086 Microprocessor
Stack Memory Organization of 8086 MicroprocessorStack Memory Organization of 8086 Microprocessor
Stack Memory Organization of 8086 Microprocessor
 
A Visual Guide to 1 Samuel | A Tale of Two Hearts
A Visual Guide to 1 Samuel | A Tale of Two HeartsA Visual Guide to 1 Samuel | A Tale of Two Hearts
A Visual Guide to 1 Samuel | A Tale of Two Hearts
 
Benner "Expanding Pathways to Publishing Careers"
Benner "Expanding Pathways to Publishing Careers"Benner "Expanding Pathways to Publishing Careers"
Benner "Expanding Pathways to Publishing Careers"
 
spot a liar (Haiqa 146).pptx Technical writhing and presentation skills
spot a liar (Haiqa 146).pptx Technical writhing and presentation skillsspot a liar (Haiqa 146).pptx Technical writhing and presentation skills
spot a liar (Haiqa 146).pptx Technical writhing and presentation skills
 
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptxC1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
C1 Rubenstein AP HuG xxxxxxxxxxxxxx.pptx
 
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
BÀI TẬP BỔ TRỢ TIẾNG ANH LỚP 9 CẢ NĂM - GLOBAL SUCCESS - NĂM HỌC 2024-2025 - ...
 
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
Traditional Musical Instruments of Arunachal Pradesh and Uttar Pradesh - RAYH...
 
Leveraging Generative AI to Drive Nonprofit Innovation
Leveraging Generative AI to Drive Nonprofit InnovationLeveraging Generative AI to Drive Nonprofit Innovation
Leveraging Generative AI to Drive Nonprofit Innovation
 
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
Jemison, MacLaughlin, and Majumder "Broadening Pathways for Editors and Authors"
 
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) CurriculumPhilippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) Curriculum
 
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem studentsRHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
RHEOLOGY Physical pharmaceutics-II notes for B.pharm 4th sem students
 

M&A BOOT CAMP - 2022: Post-Closing Issues -Integration & Potential Buyer Seller Disputes

  • 1.
  • 2. 2 Practical and entertaining education for attorneys, accountants, business owners and executives, and investors.
  • 3. Disclaimer The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. 3
  • 4. 4 Thank You To Our Sponsors
  • 5. Meet the Faculty MODERATOR: Robert Londin - Jaspan Schlesinger LLP, NY PANELISTS: Stephen Brodsky - Mazzola Lindstrom LLP, New York Terry Orr - HKA, Philadelphia Michael D. Weis - Firsel Ross & Weis, Chicago 5
  • 6. About This Webinar- Post-Closing Issues: Integration & Potential Buyer/Seller Disputes 6 The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true- ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
  • 7. About This Series – Private Company M&A Boot Camp 2022 This series features leading M&A attorneys and other deal professionals speaking about private company M&A in roughly chronological order, guiding the audience through a conversation that spans from deal origination, the LOI (letter-of-intent) or term sheet, due diligence, document drafting and negotiation, closing, and post-closing. Issues addressed include tax planning and structure; corporate governance; negotiating deal points and common pitfalls and challenges; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment. While many of the topics covered apply also to public company M&A, the focus of this webinar series is on M&A involving a privately owned company or business. Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and executives without much background in these areas, yet is of primary value to attorneys, accountants, and other seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that participants will enhance their knowledge of this area whether they attend one, some, or all episodes. 7
  • 8. Episodes in this Series #1: Structuring and Planning the M&A Transaction Premiere date: 8/25/22 #2: Key Provisions in M&A Agreements Premiere date: 9/22/22 #3: The M&A Process Premiere date: 10/27/22 #4: Post-Closing Issues: Integration & Potential Buyer/Seller Disputes Premiere date: 11/17/22 #5: Negotiating an M&A Deal Premiere date: 12/15/22 8
  • 9. Episode #4 Post-Closing Issues: Integration & Potential Buyer/Seller Disputes 9
  • 10. Post-Acquisition Integration = Merging operations, finances, culture, etc. of acquired business with Buyer 10
  • 12. Asset or Equity Deal • Asset Deal ✓ Does Buyer get Seller’s name? ✓ Who collects Seller’s A/R? ✓ Third party consents ✓ Handling of any pandemic PPP loans 12
  • 13. Asset or Equity Deal • Equity Deal (other than if merger) ✓ Does Target entity remain? o If not, issues related to transferring Target’s employees to benefits plans, stock option plans, result ✓ Third party consents ✓ Handling of any pandemic PPP loans 13
  • 14. General Principles • Direction from the top • Begins pre-close • Move fast before day-to-day business issues overshadow integration efforts • Integration Manager (role should ideally start during due diligence) • Role clarity • Don’t permit bad behavior • Consider when to inform target company employees of acquisition (adverse attrition and confidentiality concerns) 14
  • 15. The “First 100 Days” • Make decisions & set priorities • Communication is key • What communications will Seller/Target permit prior to closing? ✓ FAQs ✓ What stays the same? ✓ What changes? 15
  • 16. The Next 18 Months • Implement decisions based on priorities • Integration teams 16
  • 17. Substantive Areas • IT • Branding • Risk management/insurance • Legal/compliance 17
  • 18. Measuring Success Short Term • Usable IT system • Motivation/engagement • Knowledge transfer 18
  • 19. Measuring Success Longer Term • Retention of… ✓ Employees ✓ Customers ✓ Suppliers ✓ Physical facilities/workforce economies of scale 19
  • 20. Imperatives for PMI Success According to the Boston Consulting Group • Define first principles- the objectives and philosophy of the merger- and design the PMI to reflect them • Manage the PMI as a discrete process, separate from the day-to-day running of the business • Organize PMI teams to mirror the value drivers of the merger- and staff with the best people • Insist on senior leadership that is active, committed, and highly visible 20
  • 21. Imperatives for PMI Success According to the Boston Consulting Group • Maximize cost synergies but plan for revenue synergies as well • Define explicit cost and revenue targets and revisit them continually throughout the PMI • Retain current customers by making them an integral part of the PMI process • Manage talent- by selecting, retaining, and developing the best people for the new organization 21
  • 22. Imperatives for PMI Success According to the Boston Consulting Group • Design a workable organization structure for the combined company • Recognize that PMI is an exercise in change management • Assume that it is better to have “too much” communication than too little • Manage the integration of organization culture with the same discipline and rigor as the operational and financial integration 22
  • 23. Earn-Out Issues? • Is there an earn-out in place, and if so, does it put any constraints on buyer in terms of hiring and firing employees, amount of CapEx, etc.? • Does the main acquisition agreement provide for any Buyer covenants with respect to the earn-out (good faith and fair dealing; seller consent rights; limitations/adjustments based on post-closing for other acquisitions or dispositions) 23
  • 24. Collection of Accounts Receivable (Generally Only Applicable in an Asset Purchase) • Who collects outstanding A/R as between Buyer and Seller? • Are there restrictions in how collected A/R is to be accounted for? • Additional payment to Seller as opposed to indemnification right for Buyer (and if so, subject to cap and basket)? 24
  • 25. Post-Closing True-Up / Balance Sheet Adjustment • Who does it and when? • Right to contest; dispute resolution • Additional payment to Seller as opposed to indemnification right for Buyer (and if so, subject to cap and basket)? 25
  • 26. “Positive” Employment – and Consulting-Related Responsibilities • Employment and consulting agreements • Difficulty of getting primary shareholders to remain engaged post-transaction? • Non-employment and consulting transition services, such as any assignments, customer and supplier introductions not done pre-closing, etc. 26
  • 27. “Negative” Employment and Consulting Restrictions • Covenants not to compete • Restrictions on soliciting employees, customers and business relations • Enforceability concerns? 27
  • 28. Breaches of Representations and Warranties • Anything in breach at the closing, and if so, is a suit cut off? • How long do the representations and warranties survive after closing? • Are there non-monetary limitations on indemnification claims (for example, obligation to mitigate damages or pursue insurance)? • Monetary limits (cap and basket) 28
  • 29. Breaches of Representations and Warranties • Offset rights for Seller for Buyer’s insurance and tax recoveries • Existing insurance (“occurrence”), tail or express M&A insurance? • Analysis of tax benefit (loss) to otherwise indemnifiable losses • Any reason Buyer might want to not seek indemnification even if it was or might be so entitled? 29
  • 31. About The Faculty Robert Londin - rlondin@jaspanllp.com A partner in his firm’s Corporate and Commercial Transactions Group, Mr. Londin counsels numerous companies in connection with their mergers and acquisitions (both strategic and financial), financing needs and the execution of their business plans; financial concerns in capital markets transactions; emerging-growth companies; seed and venture capital clients in connection with the formation of their investment vehicles and making of their portfolio company investments; borrowers and lenders in secured financings; and companies and highly compensated executives in connection with their compensation and separation arrangements. Rob serves as general counsel to many clients and their senior executives and advisory boards. This general corporate representation covers day-to-day legal issues as well as strategic planning and business development extending to acquisition and financing concerns. He also represents technology and emerging-growth clients in connection with their strategic alliances, technology licensing, mergers and acquisitions, corporate finance, venture capital, banking transactions and general corporate needs. 31
  • 32. About The Faculty Stephen L. Brodsky– stephen@mazzolalindstrom.com Stephen is a Corporate and Litigation Partner with Mazzola Lindstrom LLP in New York City. He is outside General Counsel to privately held companies and entrepreneurs in several industries. In that capacity, he represents his clients in connection with their corporate formations, governance issues, acquisitions, sales and other deals, and provides ongoing advice for their business operations. Stephen is also an accomplished trial attorney and represents his clients in litigation, arbitration and proceedings before government agencies. Stephen graduated from Columbia Law School, where he was a Harlan Fiske Scholar, and received his B.A. in Philosophy from University of Pennsylvania, summa cum laude. Outside his legal practice, Stephen serves in several leadership roles in both the American Bar Association and New York State Bar Association. He regularly writes and publishes on legal and business-related topics. Finally, he is very active in nonprofit and civic work both in New York and nationally. 32
  • 33. About The Faculty Terry Orr– TerryOrr@hka.com Terry Orr is a highly respected authority in forensic accounting, with experience as an auditor and audit partner in international public accounting firms, where he audited both public and private companies. Terry regularly works with private equity firms, public company boards, management and outside counsel, and his expertise and insight have proved essential in resolving a wide range of matters, including fraud detection, investigation, remediation, and prevention Foreign Corrupt Practices Act (FCPA) investigations; and litigated disputes. Terry has significant expertise assisting clients with often- contentious issues arising in disputes. He has delivered expert testimony on accounting, financial, economic, valuation and damage quantification issues in the context of commercial litigation and acts as a neutral accounting arbitrator. 33
  • 34. About The Faculty Michael D. Weis– mweis@firselross.com Michael D. Weis is a member of the Corporate Finance Practice Group in Dykema’s Chicago office. Mr. Weis represents clients in several different industries including manufacturing, distribution, real estate, health care, food and beverage, technology and professional services. Mr. Weis is regularly involved in the negotiation, structure, documentation and closing of complex corporate, commercial real estate and finance transactions in the United States and abroad. Mr. Weis was named a Leading Lawyer in the practice areas of Commercial Real Estate and Corporate Law. Mr. Weis is a graduate of the University of Illinois Urbana-Champaign College of Commerce and Business Administration (B.S. in Accountancy with High Honors) and is a cum laude graduate of the University of Illinois Urbana-Champaign College of Law. He has been a Certified Public Accountant since 1985. Mr. Weis actively serves as a member of conference task forces in the corporate, tax, and real estate arenas. He volunteers his time extensively to the American Heart Association. 34
  • 35. Questions or Comments? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 35
  • 36. 36
  • 37.
  • 38. About Financial Poise 38 DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. It’s websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com Our free weekly newsletter, Financial Poise Weekly, updates you on new articles published on our website and Upcoming Webinars you may be interested in. To join our email list, please visit: https://www.financialpoise.com/subscribe/