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Mergers and Acquisitions: After the Deal 

July 29, 2020 1:00 PM EST | 02:40 PM EST

Training Duration = 90 min              Sponsored by Lorman

Click Here to register $219.00

Click Here to register and receive downloadable recording $288.00

Stay up to speed on the tax issues and integration issues that can occur after a merger or acquisition deal.

In mergers and acquisitions, much attention is devoted by the parties (pre-closing) to the benefits of the transaction and how the transaction should be structured. Often, however, problems arise after the acquisition is completed that can undercut the anticipated benefits of the transaction, or at least make a smooth, integrated transition more difficult. This topic will focus on, among other things, how a deal structure can influence post-closing issues, including continuity of interest for tax purposes, what problems may arise post-closing, how the acquisition agreement’s provisions may affect post-closing matters, and how generally to anticipate problems following completion of the acquisition. In addition, the effect of the COVID-19 pandemic on closing conditions will be discussed in view of current, pending litigation in Delaware that has received significant national attention.

Learning Objectives

  • You will be able to review transaction structures.
  • You will be able to discuss the acquisition agreement.
  • You will be able to describe what to do about minority shareholders post-closing.
  • You will be able to recognize particular effects of COVID-19 in the acquisition market.


Introduction/Reasons for the Deal
Transaction Structures
  • Mergers (Consolidations)
  • Asset Acquisitions
  • Stock Purchases
  • Share Exchanges
  • Advantage/Disadvantages
The Acquisition Agreement
  • Does It Apply After the Deal Closes?
  • Pertinent Provisions Post-Closing
  • Two Key Agreement Issues
    • Purchase Price Adjustments PostClosing
    • Appraisal Rights
Post-Closing Filings
  • SEC Filings for Public Companies
  • Form D for Exempt Offerings (Do Not Forget State Filings)
  • Regulatory Notices
  • Asset Acquisitions – Deeds, Bills of Sale, etc. vs. Mergers
What to Do About Minority Shareholders Post-Closing
  • Fiduciary Duty of Majority Stockholder
  • Fairness in Freeze-Outs (Squeeze-Outs)
Integration of the Companies
  • Structure May Control
  • Employee Relations/Benefits
  • Stay Bonuses
  • Marketing
  • Labor Relations
  • WARN Act Issues
  • Service Contracts
Tax Issues/Continuity of Interest
  • Advantages of Tax Free Acquisitions
  • The Form of the Transaction Is Key
  • Continuity of Interest
Particular Effects of COVID-19 in the Acquisition Market
  • Uncertainty of Future Deals
  • What If a Deal Is Pending (or in the Negotiation Stage)?
    • COVID19's Effect on the Economy
    • How to Read/Structure Representations and Warranties
    • MAC/MAE Definitions and the Right to Terminate
  • A Closer Look at Two Practical Cases:
    • In Re IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001)
    • Forescout v. Advent Pending in Delaware Chancery Court

Michael D. Waters

Jones Walker LLP

  • Partner in the Birmingham, Alabama office of Jones Walker LLP
  • Practiced securities law for 38 years, representing companies in IPOs, and public companies in secondary offerings, mergers and acquisitions, proxy solicitations, annual and periodic reporting, and exempt offerings
  • Advised buyers and sellers in approximately 110 bank acquisitions, ranging from small community banks to the acquisition of a $34 billion institution
  • Adjunct professor of law at the University of Alabama Law School where he taught banking law for 20 years and has taught mergers and acquisitions for the last 25 years
  • Speaks at seminars on a variety of topics involving corporate, securities and bank regulatory issues, and is author of Proxy Regulation, a book published by the Practising Law Institute in New York in 1992 as part of its series on corporate and securities law
  • Served as legal advisor to Governor Fob James of Alabama, 1979-1980
  • Listed in Chambers USA, Alabama Super Lawyers, The Best Lawyers in America, and the Birmingham Magazine, Top Attorneys
  • J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University