Transactional Bootcamp: Structuring and Executing Middle-Market M&A Deals

This session examines how early decisions about entity structure, cap table management, IP ownership, and governance directly impact valuation and deal certainty years later. Attendees will learn what sophisticated buyers scrutinize during diligence and how uncertainty destroys value in M&A transactions.

This session explores when equity rollovers, earnouts, and minority investments transform M&A deals into private securities events under the Howey test. Participants will understand disclosure obligations, compliance triggers, and the counseling framework for advising sellers on documentation and process.

A brief intermission allowing attendees to refresh before continuing with the remaining program sessions.

This session analyzes how private equity firms structure majority acquisitions, allocate control through negative covenants, and align incentives via rollover equity structures. Attendees will examine the form-versus-substance principle and learn when to bring in specialized advisors for tax, valuation, and franchise matters.

This session covers critical inflection points from LOI negotiation through post-closing integration, including diligence prioritization across valuation, control, and deal certainty risks. Participants will learn how ambiguity in governance, earnout metrics, and information rights seeds post-closing disputes and litigation.