Key Information
About the content
Learn exactly how and why different M&A; deals come together, and how to determine the ideal capital structure for every deal in which you participate.
In this course, we will look at the various corporate documents involved in the M&A; process and understand the purpose of the engagement letter. We’ll look at the three legal structures of M&A; and understand the difference between triangular and reverse triangular structures. We’ll also learn the difference between stock and asset purchase, learn what tax-free deals are and how there are accomplished.
The course will conclude with an understanding of accounting rules and the categories of advanced structuring.
This course is part of the New York Institute of Finance’s popular Mergers & Acquisitions Professional Certificate program.
- Overview of M&A documents and legal structures
- Triangular Mergers and tax consideration for different deals
- Tax-free deals
- Accounting rules and Letter of Intent
- Earnout and Hope certificates and Contingent Considerations
- Advanced structuring of M&A deals
Syllabus
Session 1: Review and Documents
- Lesson 1: Review M&A Sale Process
- Lesson 2: Where Do Legal Agreements Fit In
- Lesson 3: Corporate Documents
- Lesson 4: IB Engagement Letter
- Case Studies
Session 2: Documents
- Lesson 1: Confidentiality Agreement (CA): Non-Disclosure Agreement (NDA)
- Lesson 2: Term Sheet
- Lesson 3: Letter of Intent
- Lesson 4: Definitive Agreements
Session 3: Legal Structures
- Lesson 1: Merger
- Lesson 2: Stock Purchase
- Lesson 3: Asset Purchase
- Lesson 4: Legal Structures: Advantages & Disadvantages
Session 4: Triangular Mergers
Session 5: Tax Considerations
- Lesson 1: Stock Purchase Deal
- Lesson 2: Asset Purchase Deal
- Lesson 3: Stock vs. Assets Purchase
Session 6: Tax Free Deal
- Lesson 1: Tax Free Reorganizations
- Lesson 2: Tax-Free Acquisition Structure Alternatives
- Case Studies
Session 7: Accounting Notes
- Lesson 1: Accounting Rules
- Lesson 2: Letter of Intent - Refresher
Session 8: Consideration
- Lesson 1: Earnouts and Hope Certificates
- Lesson 2: Contingent Considerations
Session 9: Advanced Structuring
- Lesson 1: Tax Loss Mergers
- Lesson 2: Break Up/Sum of Parts/Split Off
- Lesson 3: LBOs Merger Structure
- Lesson 4: Roll ups, Consolidation Pl
- Lesson 5: Distressed/bankruptcy Structures
- Lesson 6: Special Purpose Acquisition Corps (SPAC)
- Lesson 7: Reverse Merger
- Lesson 8: Private Equity Industry Review
Instructors
Jeff Hooke
Instructor
New York Institute of Finance
Content Designer
The New York Institute of Finance (NYIF), located in the heart of Wall Street, is a global leader in training for financial services and related industries. Started by the New York Stock Exchange in 1922, it now trains 50,000+ professionals in over 120 countries.
NYIF was first mentioned in the introduction to a book called Stock Exchange Procedure by Birl E. Shultz, PhD. In 1921:
“It became evident that, for the sake of the business itself and for the sake of the thousands of young men and women employed by the Exchange and by its member firms, some method should be devised whereby they might learn the fundamentals; the reasons why they did the things which occupied their working days.” NYSE president Charles Gay, 1921. This was the inspiration behind the establishment of the New York Institute of Finance In 1922.
NYIF courses cover everything from investment banking, asset pricing, insurance and market structure to financial modeling, treasury operations, and accounting. The institute has a faculty of industry leaders and offers a range of program delivery options, including virtual, self-study, online courses, and in-person classes. Its US customers include the SEC, the Treasury, Morgan Stanley, Bank of America and most leading worldwide banks.
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