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The Complete M&A Playbook: Structuring, Diligence, and Integration

M&A essentials: deal structuring, tax implications, due diligence, franchise considerations, and digital risk management for attorneys and business professionals.

2025-11-20 13:00:00

2.5 hours

Program Details

2025-11-20 13:00:00

Program Details

2025-11-20 13:00:00

Over 1,000+ webinars

2025-11-20 13:00:00

2.5 hours

Course Overview

Mastering M&A Transactions from Structure to Integration

2025-11-20 13:00:00

Participants will learn to structure deals, conduct comprehensive due diligence, negotiate key provisions, and manage post-closing integration. These skills enable attorneys to navigate complex transactions while minimizing risk and maximizing value.

Format

CLE Credit

2.5h CLE Credits

Level

Intermediate

Length

2.5

Key topics that will be covered

01
Deal Structuring
Compare equity and asset purchases, tax implications, and creative merger structures.
02
Due Diligence
Examine quality of earnings, working capital targets, and state tax nexus issues.
03
Key Documents
Draft letters of intent, purchase agreements, and indemnification provisions effectively.
04
Franchise M&A
Address territorial conflicts, FDD compliance, and franchisee agreement abstracts.
05
Digital Risk
Evaluate data privacy, cybersecurity incidents, and AI representations in transactions.
06
Post-Closing
Manage purchase price adjustments, integration challenges, and identified gap remediation.

Program schedule

clock 1:00 pm - 2:00 pm EST

M&A Process: Deal Structuring to Post-Closing Integration

This comprehensive session covers the full M&A lifecycle, from initial deal structuring decisions between asset and equity purchases through tax considerations including 338(h)(10) elections and creative merger structures. Attendees will explore due diligence best practices, negotiation of key documents like LOIs and purchase agreements, regulatory approvals, closing mechanics, and post-closing integration challenges including working capital adjustments and dispute resolution.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
clock 2:00 pm - 2:10 pm EST

Break

A short intermission allowing attendees to refresh before the next session. Use this time to network with fellow participants and prepare questions for upcoming topics.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
clock 2:10 pm - 2:40 pm EST

Franchise and Distribution Considerations in M&A Transactions

This session addresses unique challenges in acquiring franchise systems, including territorial conflict analysis, FDD compliance verification, and creating franchise agreement abstracts to capture critical terms. Participants will learn strategies for coordinating with lenders and landlords, managing franchisee communications during transitions, and avoiding common pitfalls that can derail franchise acquisitions.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
clock 2:40 pm - 3:10 pm EST

Data Privacy, Cybersecurity, and AI in M&A

Drawing from high-profile case studies like Yahoo/Verizon and Marriott/Starwood, this session examines how digital risks can materially impact deal value and timing. Attendees will learn to conduct effective due diligence on privacy compliance, cybersecurity controls, and AI systems while understanding how to allocate tech and data risks through representations, warranties, and indemnities.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
clock 3:10 pm - 3:20 pm EST

Break

A brief pause before continuing with the final portion of the data and technology session. Take this opportunity to reflect on key takeaways and formulate questions.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
clock 3:20 pm - 3:50 pm EST

Cross-Border Data Transfers and Post-Closing Digital Integration

This concluding session focuses on navigating complex cross-border data transfer requirements under GDPR, CCPA, and emerging regulatory frameworks during M&A integration. Participants will develop a post-closing compliance playbook addressing changed risk profiles, threshold triggers, and the critical importance of following up on red flags identified during diligence.

Cheryl MullinCheryl Mullin
Michael BarberaMichael Barbera
Tyler J. ThompsonTyler J. Thompson
Cheryl Mullin

Cheryl Mullin

Mullin P.C

Michael Barbera

Michael Barbera

Michael Barbera Accounting

Tyler J. Thompson

Tyler J. Thompson

Reed Smith LLP

Cheryl Mullin

Cheryl Mullin

Mullin P.C

Cheryl Mullin is the founding partner of Mullin, P.C. Her practice focuses on assisting commercial clients in achieving their growth objectives through franchising, joint ventures, acquisitions, and private investment, as well as providing intellectual property protection services, business transition planning, and commercial litigation support.

Education & Credentials

J.D. from Widener University School of Law (1995); LL.M. in Taxation from SMU Dedman School of Law (2013)

Recognition & Leadership

International Who's Who of Franchise Lawyers since 2013; Texas Super Lawyers since 2012; Best Lawyers in America since 2007; Named one of Dallas's best lawyers by D Magazine every year since 2007; Legal Eagle in Franchise Times magazine since 2004; AV rating from Martindale-Hubbell

Professional Involvement

Frequently lectures on corporate and franchise law topics

Experience

Founding partner of Mullin, P.C. with practice focusing on franchising, joint ventures, acquisitions, private investment, intellectual property protection for small and mid-size enterprises, business transition planning for closely held businesses, and commercial litigation support. Based in Bucks County, Pennsylvania office and splits time with Dallas, Texas office.
Michael Barbera

Michael Barbera

Michael Barbera Accounting

Michael is an Enrolled Agent and specialist in tax planning and tax advisory services, as well as an Investment Advisor Representative held to the fiduciary standard of care.

Education & Credentials

Enrolled Agent (highest credential awarded by the IRS); Series 7, Series 63, and Series 65 licenses

Experience

Specialist in tax planning and tax advisory services. Holds Investment Advisor Representative (IAR) credentials with fiduciary duty responsibilities.
Tyler J. Thompson

Tyler J. Thompson

Reed Smith LLP

Tyler J. Thompson is a Partner at Reed Smith LLP in the firm’s Denver office and a member of its Emerging Technologies practice, where he advises clients on data privacy and protection, technology contracts and contract processes, websites and mobile apps, digital accessibility, artificial intelligence, and data issues in the franchise space. In the technology space, Tyler counsels on artificial intelligence (including generative AI and LLMs), open-source software, digital marketing, software licensing, and SaaS agreements. With a practice focus in digital compliance, Tyler handles all aspects of a client’s website, platform, and mobile app to ensure compliance while maintaining the best user experience.

Education & Credentials

Tyler earned his J.D. from the University of Colorado, Boulder in 2015, and his B.A. from the University of Colorado, Boulder in 2012. He holds the ISACA Certified Data Privacy Solutions Engineer (CDPSE) certification (2021).

Recognition & Leadership

Tyler has been named to 5280 Magazine's "Denver's Top Lawyers" (2024–2025) in the Communications/Technology category and listed in The Best Lawyers in America, "Ones to Watch," in Privacy and Data Security (2023). He has also served as Adjunct Professor of Business Law and Public Policy at the University of Denver's Daniels College of Business MBA Program (2019–2022).

Professional Involvement

Tyler is a frequent commentator on AI regulation, having appeared on the StateScoop podcast to discuss Colorado's review of its AI Act and on Denver 7 News on Colorado's AI regulation and the White House AI Action Plan. He authored coverage of the Colorado Artificial Intelligence Act on the Technology Law Dispatch and has been featured on Reed Smith's Disputes in Perspective podcast in "The Denver Docket: Catching the privacy wave" (October 2025).

Experience

Tyler led a technology team in a SPAC acquisition of an AI-enabled preventative medicine company and works with clients to modernize commercial contracting processes and privacy practices, enabling in-house attorneys to function more efficiently. He advises on international regulatory regimes across data privacy, AI, and cybersecurity, including in jurisdictions where Reed Smith does not have offices. Tyler is also a Federal Aviation Administration Private Pilot.
Cheryl Mullin

Cheryl Mullin

Mullin P.C

Cheryl Mullin is the founding partner of Mullin, P.C. Her practice focuses on assisting commercial clients in achieving their growth objectives through franchising, joint ventures, acquisitions, and private investment, as well as providing intellectual property protection services, business transition planning, and commercial litigation support.

Education & Credentials

J.D. from Widener University School of Law (1995); LL.M. in Taxation from SMU Dedman School of Law (2013)

Recognition & Leadership

International Who's Who of Franchise Lawyers since 2013; Texas Super Lawyers since 2012; Best Lawyers in America since 2007; Named one of Dallas's best lawyers by D Magazine every year since 2007; Legal Eagle in Franchise Times magazine since 2004; AV rating from Martindale-Hubbell

Professional Involvement

Frequently lectures on corporate and franchise law topics

Experience

Founding partner of Mullin, P.C. with practice focusing on franchising, joint ventures, acquisitions, private investment, intellectual property protection for small and mid-size enterprises, business transition planning for closely held businesses, and commercial litigation support. Based in Bucks County, Pennsylvania office and splits time with Dallas, Texas office.
Michael Barbera

Michael Barbera

Michael Barbera Accounting

Michael is an Enrolled Agent and specialist in tax planning and tax advisory services, as well as an Investment Advisor Representative held to the fiduciary standard of care.

Education & Credentials

Enrolled Agent (highest credential awarded by the IRS); Series 7, Series 63, and Series 65 licenses

Experience

Specialist in tax planning and tax advisory services. Holds Investment Advisor Representative (IAR) credentials with fiduciary duty responsibilities.
Tyler J. Thompson

Tyler J. Thompson

Reed Smith LLP

Tyler J. Thompson is a Partner at Reed Smith LLP in the firm’s Denver office and a member of its Emerging Technologies practice, where he advises clients on data privacy and protection, technology contracts and contract processes, websites and mobile apps, digital accessibility, artificial intelligence, and data issues in the franchise space. In the technology space, Tyler counsels on artificial intelligence (including generative AI and LLMs), open-source software, digital marketing, software licensing, and SaaS agreements. With a practice focus in digital compliance, Tyler handles all aspects of a client’s website, platform, and mobile app to ensure compliance while maintaining the best user experience.

Education & Credentials

Tyler earned his J.D. from the University of Colorado, Boulder in 2015, and his B.A. from the University of Colorado, Boulder in 2012. He holds the ISACA Certified Data Privacy Solutions Engineer (CDPSE) certification (2021).

Recognition & Leadership

Tyler has been named to 5280 Magazine's "Denver's Top Lawyers" (2024–2025) in the Communications/Technology category and listed in The Best Lawyers in America, "Ones to Watch," in Privacy and Data Security (2023). He has also served as Adjunct Professor of Business Law and Public Policy at the University of Denver's Daniels College of Business MBA Program (2019–2022).

Professional Involvement

Tyler is a frequent commentator on AI regulation, having appeared on the StateScoop podcast to discuss Colorado's review of its AI Act and on Denver 7 News on Colorado's AI regulation and the White House AI Action Plan. He authored coverage of the Colorado Artificial Intelligence Act on the Technology Law Dispatch and has been featured on Reed Smith's Disputes in Perspective podcast in "The Denver Docket: Catching the privacy wave" (October 2025).

Experience

Tyler led a technology team in a SPAC acquisition of an AI-enabled preventative medicine company and works with clients to modernize commercial contracting processes and privacy practices, enabling in-house attorneys to function more efficiently. He advises on international regulatory regimes across data privacy, AI, and cybersecurity, including in jurisdictions where Reed Smith does not have offices. Tyler is also a Federal Aviation Administration Private Pilot.

Credits by state

AK2.5
AL2.5
AR2.5
AZ2.5
CA2.5
CO2.5
CT2.5
DC
DE2.5
FL2.5
GA2.5
HI2.5
IA2.5
ID2.5
IL2.5
IN2.5
KS2.5
KY2.5
LA2.5
MA2.5
MD2.5
ME2.5
MI2.5
MN2.5
MO3.0
MS2.5
MT2.5
NC2.5
ND2.5
NE2.5
NH150.0
NJ3.0
NM2.5
NV2.5
NY3.0
OH2.5
OK3.0
OR2.5
PA2.5
RI3.0
SC2.5
SD2.5
TN2.5
TX2.5
UT2.5
VA2.5
VT2.5
WA2.5
WI3.0
WV3.0
WY2.5

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MCLE Credits

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Colorado
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Delaware
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Kentucky
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Maryland
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Minnesota
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Mississippi
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Montana
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Nebraska
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Nevada
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New Hampshire
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New Jersey
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New Mexico
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New York
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North Carolina
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North Dakota
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Ohio
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Oklahoma
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Pennsylvania
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Rhode Island
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Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs