There are many different types of mergers and acquisitions (M&A) transactions, making it very important to understand the overall deal structure and process. Andrew C. Liazos presented “Mergers and Acquisitions Webinar Series Part 2: The Due Diligence Process” for the CLE Program as part of the ABA Joint Committee on Employee Benefits and the American College of Employee Benefits Counsel. He discussed the overall architecture of a deal, including the parties involved, what drives the deal structure, where to get data, price negotiations and more. The presentation focused on specific M&A areas including pension, other retirement and executive benefits.

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ESOPs have long provided an exit strategy for owners of privately held businesses and a platform for management buyouts. Mergers and acquisition (M&A) advisors increasingly look to leverages ESOPs to accomplish both conventional stock and asset acquisitions.

Once an ESOP company decides to pursue an acquisition opportunity, it will generally structure in one of three ways. As more fully described below, the acquiring company will (1) buy the stock or the assets of the target division or company; (2) merge with the target; (3) have the target create a new ESOP, sell the target to the newly created ESOP, and then merge the ESOP that purchased the target with the acquiring company’s existing ESOP.

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