The M&A Academy is designed to help corporate acquirers understand the breadth of strategic and practical considerations associated with acquisitions.

This in-depth course provides information on material negotiation issues and offers guidance on managing the deal process across functional areas within the organization and with external advisors.

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FACULTY

Stephen G. Morrissette, Ph.D is a Visiting Professor of Strategic Management at the University of Chicago's Booth School of Business, where he teaches Merger & Acquisition Strategy. His research includes decision models for mergers and acquisitions including "A Framework for Validating an M&A Deal Thesis" published in the Journal of Accountancy and Finance.

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CURRICULUM

The course will focus on the specific decisions, information, and actions that will likely be required during the transaction process through closing. Sections will include:

I. M&A Strategy & Process Management

1. Strategy development with the business unit
2. Developing a clear and testable growth thesis
3. Identifying and cultivating appropriate acquisition targets
4. Defining roles and governance for the M&A process
5. Negotiating NDAs and restrictive covenants
6. Drafting indications of interest / letters of intent
7. Negotiation tactics and process / auction dynamics
8. Managing decision bias; setting walk away frameworks

II. Valuation & Forms of Consideration

1. Valuation models and stress tests
2. Identifying positive and negative synergies
3. Cash, stock, floating versus fixed exchange ratios
4. Earn-out formulations and contingent consideration

III. M&A Diligence

1. Linking the deal thesis to the diligence process
2. Developing a diligence plan for key value drivers and risks
3. Allocating responsibility to advisors and internal teams
4. Commercial diligence: market, customer, competitor, etc.
5. Financial diligence: quality of earnings analysis, etc.
6. Operational diligence: production, inventory, third parties, etc.
7. HR diligence: cultural and leadership assessments, benefit plans, etc.
8. Legal / Regulatory diligence: litigation, change in control limitations, etc.
9. Deal specific diligence; intellectual property, asset titling, IT/code, etc.
10. Diligence reports and confirmation bias
11. Preliminary integration strategy

IV. M&A Governance

1. Finalizing the deal theses with diligence results and integration plans
2. Determining deal performance metrics; plans for post-closing reviews
3. Validation & stress testing the final business case and valuation
4. Managing the final ‘go forward’ or ‘abandon’ decision process
5. Fairness opinions and board duties

V. Transaction Structuring

1. Purchase agreement negotiations
2. Exclusivity periods, topping bids, and ‘go shop’ provisions
3. Deal structures and related tax planning considerations
4. Regulatory and antitrust considerations / closing conditions
5. Employee transfers and retention agreements
6. Representation & warranty negotiations and insurance
7. Allocations of risk / frameworks for post-closing disputes and remedies
8. Break fees and MAC negotiations / provisions

VI. Closing and Integration

1. Accounting principles and net working capital adjustments
2. Releases and third-party consents; bifurcated closing
3. Escrows and contingent consideration payments
4. Post-closing purchase price adjustments
5. Transition services and Day One readiness
6. Communication planning and execution

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Members of the Transaction Advisors Institute leverage the collection of knowledge at TransactionAdvisors.com and enjoy preferred access to the programs we host throughout the year. If your M&A Institute Membership is not current, we will contact you to pay your annual dues. 

For Corporate Membership pricing and other questions, contact ENassar@TransactionAdvisors.com / +1 (312) 625-2702

Terms: Tuition is nonrefundable, but if you are not able to attend a we will make every effort to transfer your tuition to a future program, of similar or lesser value, for a period of one year. You may also transfer your registration to another individual within your organization, upon our approval. We reserve the right to limit or deny access to our programs to any person at our sole discretion. We make no representation that the information and experience provided at any of our training programs are suitable for any purpose. By attending this program you grant Finance Information Group LLC permission to capture and publish videos and pictures that may include your image.