M&A is a multi-faceted and interdisciplinary phenomenon: Strategic, Financial, Legal, Accounting, Tax, Management & HR questions arise and a diversity of decision-makers and experts must be brought together. In this “Helicopter” Seminar, you will get an overview of the “big points” of the whole M&A array. We will cover all mentioned disciplines and we will walk through all relevant stages by way of a step plan: from Target search over CEO’s handshake to the full implementation of the corporation’s new structure. You will learn about the complex mechanics of an M&A Deal, but you will also familiarize with a multitude of technical features (e.g. diverse Due Diligences) which have to be executed with a clockwork’s precision. For a full “big picture”, we will ultimately introduce you to the key players in the M&A market and explain the major duties of Executives in an M&A process.

Overview

• Basic Steps in an M&A Deal: From Target search over CEO’s handshake to full Implementation
  • The M&A Time Table – crucial Milestones
  • The SPA
  • Due Diligence
  • Structuring the Deal
• Issues & Disciplines
  • Strategy: Why making an M&A Deal?
  • Finance & Valuation: What is a fair Price for a Target company? And how to pay?
  • Legal: The Legal Mechanics of an Asset Deal & a Share Deal
  • Accounting: Treatment of Goodwill & Purchase Price Allocation
  • Taxation: Optimizing the Tax Burden
  • Anti-Trust: The sword of Damocles
  • Management & HR: Restructuring the Corporate Organization
• Key Players in the M&A market – what they contribute to the Deal and how to steer them
  • Lawyers
  • Accountants
  • Tax Experts
  • Investment Bankers
  • Private Equity Firms
  • Consultants for Strategy & Implementation
• Executive Duties in an M&A process
  • Duties of Care & Business Judgement Rule in an M&A Deal
  • How to avoid common Pitfalls