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Mergers and Acquisitions: An A-Z Guide

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
OnDemand
5 hours 59 minutes
James Greifzu
Delia Bouwers Bianchin
Joseph Mandarino
Alfonso Vilaboa
With James P. Greifzu from Wiggin and Dana LLP + 3 others
Recorded May 19, 2026.
Product ID 101852

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Overview

A Comprehensive Guide to Mergers and Acquisitions

Planning, structuring, and completing a successful business transaction is one of the most challenging tasks in business law. Join our distinguished faculty as they guide you through the entire M&A process from start to finish. Get veteran insights on how to handle key issues at all the critical stages: preliminary negotiations, due diligence, transaction planning, drafting purchase agreements, and closing/post-closing. Register today!

  • Understand the pros and cons of different types of transaction structures.
  • Get tips for preparing confidentiality agreements and structuring early negotiations.
  • Review key aspects of legal and financial due diligence investigations.
  • Dive deep into the tax consequences and benefits of different deal types, including tax-deferred reorganizations.
  • Learn how to draft and negotiate key provisions in stock and asset purchase agreements.
  • Overcome thorny issues involving purchase price adjustments, intellectual property, employment concerns, and the acquisition of distressed companies.
  • Anticipate and avoid post-closing perils.

Abbreviated Agenda

  1. Transaction Structure, Due Diligence, and Preliminary Considerations
  2. M&A Tax Consequences
  3. The Purchase Agreement: Drafting and Negotiation Strategies
  4. Overcoming Common Challenges
  5. Post-Closing Concerns
  6. Ethics in M&A

Related Topics

Product ID 101852

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Transaction Structure, Due Diligence, and Preliminary Considerations

    1. Review of Operations, Prospects, and Marketplace
    2. Transaction Structure; Buyer and Seller Preferences
    3. Drafting Confidentiality Agreements (With Sample Agreement)
    4. Preliminary Discussions and Negotiations
    5. Drafting and Negotiating Letters of Intent/Term Sheets
    6. Due Diligence
      1. Legal and Financial Due Diligence Checklists
      2. Business Valuation - The Company's Current Condition and Value
    7. Disclosure Statement Preparation
    8. Successor Liability

  2. M&A Tax Consequences

    1. Tax-Deferred Reorganizations
    2. Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
    3. Taxable vs. Tax-Free Acquisitions
    4. State and Local Tax Considerations
    5. Joint Ventures

  3. The Purchase Agreement: Drafting and Negotiation Strategies

    1. Stock Purchase Agreements - Key Provisions
    2. Asset Purchase Agreements - Key Provisions
    3. Representations and Warranties
    4. Covenants and Conditions
    5. Indemnification
    6. Negotiation Strategies: Buyer and Seller Perspectives
    7. Pre-Closing and Closing Considerations and Checklists

  4. Overcoming Common Challenges

    1. Dealing With Specific Entities in M&A
    2. Employee Benefits and Executive Compensation
    3. Intellectual Property Issues
    4. Using Stock as Acquisition Consideration With Private Companies
    5. Buying/Selling a Distressed or Bankrupt Company
    6. Complying With Antitrust Laws

  5. Post-Closing Concerns

    1. Integration Issues
    2. Purchase Price Adjustments
    3. Post-Closing Disputes
    4. Enforcing Deal Terms
    5. Interpreting Purchase Agreements

  6. Ethics in M&A

    1. Advice Giving and Advisor's Role
    2. Avoiding Conflicts of Interest
    3. Exercising Independent Professional Judgment on Behalf of Your Client
    4. How to Avoid Prejudicing or Damaging Clients' Interests During Representation
    5. Confidentiality Concerns

Who Should Attend

This program is designed for attorneys. Accountants and paralegals may also benefit.

Speakers

James P Greifzu
James P.
Greifzu
Wiggin and Dana LLP
Delia Bouwers Bianchin
Delia
Bouwers Bianchin
Outside Virtual Counsel, LLC
Joseph C Mandarino
Joseph C.
Mandarino
Polsinelli
Alfonso M Vilaboa
Alfonso M.
Vilaboa
Miller Shah LLP
Speaker bio
James P Greifzu

James P. Greifzu

Wiggin and Dana LLP
James Greifzu

serves as partner in Wiggin and Dana LLP's Stamford office, where he represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, cannabis and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions. He frequently advises management teams and C-Suite executives in rollover equity, corporate governance and other matters in connection with M&A transactions. Mr. Greifzu is a member of the oversight committee for the Wiggin Opportunity Initiative, through which the firm provides free legal services to businesses owned by women, minority individuals, and persons of other historically underrepresented groups, as well as a member of the firm's Pro Bono Committee. He earned his J.D. degree, cum laude, from Temple University Beasley School of Law and his B.A. degree, cum laude, from Colgate University.

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Speaker bio
Delia Bouwers Bianchin

Delia Bouwers Bianchin

Outside Virtual Counsel, LLC
Delia Bouwers Bianchin

is a seasoned business attorney, and currently serves as managing partner at Outside Virtual Counsel, LLC. She focuses her practice on corporate, commercial, employment, intellectual property and commercial litigation matters. Ms. Bianchin has over two decades of high level experience practicing law. For the first decade of her career, she focused in complex commercial litigation at two large prominent law firms in Pittsburgh, and then spent ten years as in-house counsel for a diversified contract manufacturing company and for a dynamic start-up. In those first ten years of practice, Ms. Bianchin practiced complex commercial litigation at both K&L Gates (formerly Kirkpatrick & Lockhart LLP) and Eckert Seamans Cherin & Mellott LLC. She then joined Penn United Technologies, Inc., and for ten years held the position of general counsel for the diversified, international precision tool and die manufacturing company based in Cabot, Pennsylvania. More recently, Ms. Bianchin has developed a boutique practice, focused on providing outside general counsel legal services to small and medium-sized businesses in western Pennsylvania and across the country. She earned her B.A. degree in English from Calvin College and her J.D. degree from the University of Pittsburgh School of Law; where she simultaneously served as the editor-in-chief of the Journal of Law and Commerce and research editor for the University of Pittsburgh Law Review. Ms. Bianchin is actively involved in community affairs, serving on various organizational and non-profit charitable boards and as a volunteer. She is a member of the Butler County, Allegheny County and Pennsylvania bar associations.

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Speaker bio
Joseph C Mandarino

Joseph C. Mandarino

Polsinelli
Joseph Mandarino

is a Shareholder with Polsinelli in the firm's Atlanta office. His practice focuses primarily on tax and financial planning. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics. He has published over 100 articles in journals and in-house newsletters, and has participated in over 200 presentations and seminars. Mr. Mandarino's articles have appeared in the National Law Journal, Mergers & Acquisitions magazine, Tax Notes Today, Journal of Real Estate Taxation, Journal of S Corporation Taxation, Journal of Multistate Taxation, Tax & Finance Newsletter and NYU Institute on Federal Taxation. In addition, he has spoken at meetings and seminars organized by numerous organizations, including the American Bar Association, White House Conference on Small Businesses, U.S. Small Business Administration, Georgia Electronic Commerce Association, Federation of Exchange Accommodators, International Reinsurance Conference, Service Corps of Retired Executives and the United Way, as well as several panel-type TV discussion programs. Mr. Mandarino earned his B.A. degree from the University of Toronto, his J.D. degree, cum laude, from Loyola University School of Law and his LL.M. degree from New York University School of Law.

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Speaker bio
Alfonso M Vilaboa

Alfonso M. Vilaboa

Miller Shah LLP
Alfonso Vilaboa

is senior counsel at Miller Shah LLP in the New York office. Mr. Vilaboa is an international business lawyer with experience in corporate law, mergers and acquisitions, and private equity. He has advised a wide-range of public and private companies, both in the United States and abroad. His experience includes representing companies in strategic sell-side mergers and acquisitions, as well as private equity funds in their leveraged buyout acquisitions of portfolio companies, and senior and mezzanine debt transactions in a variety of different industries. Private equity clients appreciate Mr. Vilaboa's strong knowledge of financial modeling and unique strength in financial statement reviewing, which allows him to understand deals from a business and financial perspective and to facilitate coordination and synergies with the legal review. Prior to joining the firm, Mr. Vilaboa worked as an attorney for the Inter-American Development Bank, the largest development bank for Latin America and the Caribbean, and Posadas, Posadas & Vecino, one of the largest law firms in Uruguay.

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