BLOG

Things you should know about the corporate law side of tech transactions and M&A (mergers & acquistions)

M&A: making due diligence useful early in the process

The average Due Diligence Memorandum that a law firm submits to its Acquirer client toward the end of the due diligence process reads like an encyclopedia. It covers all the bases, thoroughly, but is not likely to focus appropriately on the key issues in any...

read more

M&A: How due diligence results are used in the contracts

The results of an Acquirer's due diligence are first incorporated in the reps and warranties in the Stock or Asset Purchase or Merger Agreement, in particular in the Disclosure Schedule or Exhibits. Reps and warranties are the portion of the Purchase Agreement which...

read more

M&A: Of Due Diligence Checklists and Virtual Data Rooms

When the Acquirer first brings its outside lawyers into a proposed M&A deal, they will immediately produce a “Due Diligence Checklist.” Typically encyclopedic in content, such a checklist is a useful roadmap of potential issues as well as of the basic materials to be...

read more

M&A: How the Acquirer’s lawyers examine the Target

Due diligence needs to be well organized, which is normally done by tracking the Due Diligence Checklist. The Target's corporate records, contracts and other legal materials are all covered on that list. Its first section normally addresses Board minutes and other...

read more