Topic: Mergers & Acquisitions: the M&A Process

Speaker: James Kramer, Attorney & Senior Associate at Procopio, Cory, Hargreaves & Savitch LLP.

Presentation:
M&A -- selling a company, buying a company, merging two entities and their respective cultures, divesting an operation from a larger organization for whatever reason -- these are activities with which many of us have had experience over the years and with which many more of us will in the future.

A couple of years ago, Paul Johnson spoke to us on the top ten pitfalls to avoid in executing M&A transactions. But for those who have never yet had the pleasure of sitting on the edge of our seats for days and weeks or pacing the floor on the phone while working out the subtleties of the wording in the last Rep & Warranty, or even for those of us who have, it can be helpful to step back and look at the overall process, and ask the basic questions of What is this transaction all about?

What are the discrete pieces that all have to fall into place for it to happen and happen well? What does Happening Well mean? And are there plans we can make and things we can do early in the process, to help ensure that we can look back when its over, and say, “THIS M&A went well!“...?

In this presentation and discussion, James will lead us through the M&A process, explaining all the steps, and giving us an understanding of where in the process lie the best possibilities for leverage to ensure the best outcomes.

Overall, we should leave this presentation with the following answers -- and more:
- What are the key steps for the seller to address in preparing the company for sale?
- What roles are played by the investment banker, CPA firm and attorney in the M&A process?
- What preparations are essential before the start of due diligence, and how does the diligence process work?
- What are the key documents involved in an M&A transaction and what are the key provisions in each document?
- Is cultural fit critical, or is that nice but just not as important as the hard numbers and legal issues?
- When the valuation is negotiated for the term sheet, is that binding for the final transaction?
- What kinds of issues can kill an M&A deal partway through the process?
- Do sophisticated information systems ensure a smoother M&A process -- or do they make it harder?
- What is the closing process -- and is an M&A deal over at closing?

Our speaker topic this month, as with most months, is a subject of interest to financial executives in any size and type of company, and for both US-only companies as well as companies in the global marketplace. NOTE that if you wish to bring a corporate development colleague or your general counsel as our guest, feel free to do so. If you'll be doing that, please drop me a quick note in advance, so that we can keep a rough handle on expected headcount for the meeting.

Speaker's bio:
James Kramer is an attorney and Senior Associate at Procopio, Cory, Hargreaves & Savitch LLP. He counsels both public and private company clients in a variety of industries with their business and corporate matters, including mergers, acquisitions, financings, corporate governance matters, licensing, and a wide range of other agreements, such as sponsorship agreements, reseller agreements, development agreements, SaaS agreements, e-commerce terms and conditions, and other contracts.

James also counsels technology companies, financial institutions and financial services companies on product terms, regulatory compliance matters, and privacy an data security requirements. In his Aviation practice, James counsels clients on the purchase and sale of aircraft and related tax exemptions; structuring ownership arrangements; and preparing dry leases, pilot agreements and management agreements.

Prior to his work at Procopio, James was an attorney with Jaffe Raitt Heuer & Weiss, prior to which he served as the General Counsel of Signature Card Services. And prior to all that, James even spent a year as an auditor at Ernst & Young - an experience which, hard though it may be for some of you to believe, appears to have been instrumental in his decision to leave accounting behind and go to law school.

Academically, James has his BS in Finance and Accounting from University of Southern California, and his Juris Doctor degree, also from USC.

+++

To Attend:
Meetings are for members, prospective members and invited guests only. For non-members, RSVP is required by writing to chapter chair, Dan Ruchman at [email protected]. Please include a one or two sentence description of who you are, and your interest in attending the meeting. Thank you.

+++

CPE Credits: Reminder for those members maintaining their professional certifications - we offer the documentation for Continuing Professional Education (CPE) credits for our speaker presentations. For those members interested in this, you may complete the appropriate forms, which we'll have available at the meeting, for 1.0 hours of CPE credit

+++

Name Tent Card: Name Card: To print a name card, log on to The FENG website. Click on "Member Area," then scroll down to "Member Downloads," then scroll down to "Other Useful Documents," and finally "FENG- Meeting Tent."

+++

Breakfast and Meeting Sponsor: As always, we will have bagels, coffee and other refreshments for all attendees. Sponsoring our meeting and generously providing the edibles will be Kassidy Burns of Aston Carter Financial Recruiters and Consultants. Many of you are familiar with the folks from Aston Carter, and we are most pleased to welcome them back for the tenth time as a sponsor of the San Diego FENG.