• Managing differing standards for "confidential information" and non-solicitation across jurisdictions
• Evaluating the strategic implications of jurisdictional choice and governing law
• Navigating "good faith" negotiation requirements and civil law traps in preliminary documentation
• Adapting exclusivity and deal protection mechanisms to satisfy local requirements
• Establishing protocols for managing exchange rate volatility between signing and closing
• Tailoring the bidding process to accommodate varying local regulatory timelines and "put up or shut up" rules
• Assessing national security and foreign investment filing requirements across jurisdictions

(The section timings are subject to change)

• Managing data privacy (GDPR/APPI) during the exchange of sensitive employee and customer data
• Evaluating mandatory labor transfers, consultation requirements, and harmonizing global benefit plans
• Structuring for IP migration, permanent establishment risks, and the impact of global minimum tax
• Structuring "carve-outs" for shared services and IP are distributed across multiple global subsidiaries
• Conducting deep-dive bribery and corruption diligence on third-party intermediaries in high-risk regions
• Tailoring Warranty & Indemnity policies to cover specific jurisdictional risks and fundamental reps
• Designing the deal to facilitate efficient cash movement and dividend flows back to the US parent

(The section timings are subject to change)

• Managing the "long stop date" and sequencing antitrust filings across the FTC, EC, and SAMR
• Navigating the physical and logistical requirements for "wet ink" signatures and local stock transfers
• Structuring "staggered" closings for jurisdictions where regulatory or operational hurdles delay the primary close
• Designing Day-One "Must-Haves" for global IT systems, payroll, and treasury controls across time zones
• Ensuring compliance with ESG and supply chain transparency disclosure mandates
• Developing communication strategies to manage morale and prevent "brain drain" in international business units
• Establishing the reporting rhythm between the US headquarters and the international subsidiary to ensure compliance

(The section timings are subject to change)

The Institute's M&A Master Classes provide focused, technical deep-dives into critical phases of the transaction process. Each is designed for corporate M&A teams, enabling them to engineer greater structural integrity within specific transaction workstreams.

Credits: 4.75 CLE / 5.50 CPE. The Institute is accredited in Illinois. Reciprocity may be available.