Merger & Acquistion (M&A) Deal Structures Explained

So, what M&A deal structure is best for you? Great question! You'll find out more about the pros and cons of each structure in this video.

There are a lot of aspects to consider when buying or selling your business. Today we will talk about considerations for the 2 M&A primary structures you'll see in low to middle market deals - sale of stock and sale of assets.

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Brett A. Cenkus has 20+ years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers & acquisitions (M&A), securities offerings, founders’ agreements, and other general business law issues.

Through Braaten Woods, LLC, Brett helps business owners in the lower middle market ($2MM - $25MM) position themselves for sale, find buyers, negotiate, and close M&A deals.

Brett regularly consults with entrepreneurs and invests his own capital as an angel investor.

From 2010-2013, Brett served as Chief Legal Counsel of a publicly-traded international oilfield services company. From 2001 to 2006, he and a partner founded and built Paragon Residential Mortgage. Bridge Investments acquired Paragon in 2006.

Brett holds a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania.

Brett lives in Austin with his wife, Cathryn, and two children. He enjoys reading, squash, classic movies, great food and wine, and the New England Patriots.

#corporatelaw #mergersandaquisitions #businesslaw #corporatelawyer

[mobileyt]

You made this as understanding as possible even for someone who is young. I like your atitude with always reporting and telling how things are being done in mga.

[ryersondalton]

I know this vid is very old lol, but just got an internship with an lower MM M&A firm as a graduating senior in high school and these videos help more than you can imagine. Thank you.

[hezekielmarojimenez]

This is informative and a straightforward overview of Deal Structuring

[camiloafanador]

This is gold! I'm an investment banker and always wanted to learn more about M&A from lawyer perspective! do you have courses related to M&A Law for non lawyers?

[batuhangunduz]

just found your channel and ITS AMAZING. I just finished HS and secured myself an internship at one of the big 4s. Tomorrow is my first day. Keep up the great job!

[JScott]

Super helpful perspective on this for us non-Harvard lawyer types. Most lawyers seem determined to keep complex things complex. I appreciate your ability to make complex things simple.

[alexandervalladares]

Great explanation ... Thank you for this video.

[georgehoegen]

Company A is larger HVAC company (guessing $10M in annual sales) and wants to purchase Company B ($1M and climbing fast in annual sales), an electrical company. The prelim thoughts are Because A doesn't have the licensing or full knowledge to run company B, owner of company B would stay for 7 years to manage that "department" and then retire. Floated out currently is that Company C would develop and Seller of company B would now be a minor shareholder of company C along with share holders in Company A...All now Company C. Thoughts?

[lisaviglio]

what is make whole provision in acquisitions?
NASDAQ SPAC acquisition of an OTC biotech im in & todays PR said MWP {make whole provision) in 6 months.
We think some licensing from big pharma will be announced AFTER SPAC deal closes.
Thank you!

[vukanie]

Thank you for the explanation it really helped me a lot

[revanthajb]

Succinct and lucid: two words to describe your presentation. Thank you!

[austinox]

Brett, could you do a video explaining when SEC regulations come into play with an M&A?

[lucafinocchiaro]

Could you please make a course! Videos are great

[TheNextBigRush]

You are SO good at explaining this. A+!

[cesargarciafernandez]

Awesome ! Good explanation! I’d like to know how firms use to negociate working capital in a deal and how often buyers agree to a Zero WC basis. Could u make a video covering that topic? Thanks!!

[raypins]

Thanks Brett for the overview. Where would you put the IP (of a software company)? Assets I assume. What type of asset would that be? How do you structure the deal for such an item? Would love to hear from you. Cheers, Pinaki

[goingoutonmyshield]

New Sub! Just created a B&A Company and this was in my recommendations..good pick!!!

[aysenuryalcinnakajima]

Great video! Simply explaining complex matters. Perhaps one point worth mentionning though is that equity sale may not be subject to non assignment clauses of commercial contracts related to asset sale as you mentionned, but could be subject to change of control issues. I think it is an important point to have in mind

[hadidawani]

Hi, thank you for the information..
I wanted to know from your experience what are the main metrics investors look at when they want to by a chain of restaurants / franchise ?

[johnwthorne]

Very informative series! Thank you for creating these videos.
Regarding asset sales, what typically should happen to the seller's legal company entity post-sale? Should the sale agreement dictate that they dissolve the legal entity etc? There don't seem to be many(any) resources out there that cover that detail.