What To Expect From Legal Due Diligence

09/22/20 • 15 min

We interviewed Brent Pietrafese, M&A attorney from Calfee, Halter & Griswold LLP for an overview of M&A due diligence and what business owners should expect from this part of the transaction process.

What legal specialty groups are involved in due diligence?
What type of information is requested from a buyside legal team during due diligence?
What if a business owner doesn't know the answer to a legal M&A due diligence question?
Why is it important for a business owner to hire an attorney who's experienced in the M&A transaction process?
How long does legal due diligence take and who from the company needs to be involved in the process?
The importance of hiring a team of professional advisers outside of the organization to help with the sales process and due diligence
Best practices for business owners preparing for a legal due diligence process and most common issues that arise during due diligence
What are the most common factors that hold up a transaction during due diligence?
Advice for business owners entering an M&A transaction beyond preparation and organization of documents

We interviewed Brent Pietrafese, M&A attorney from Calfee, Halter & Griswold LLP for an overview of M&A due diligence and what business owners should expect from this part of the transaction process.

What legal specialty groups are involved in due diligence?
What type of information is requested from a buyside legal team during due diligence?
What if a business owner doesn't know the answer to a legal M&A due diligence question?
Why is it important for a business owner to hire an attorney who's experienced in the M&A transaction process?
How long does legal due diligence take and who from the company needs to be involved in the process?
The importance of hiring a team of professional advisers outside of the organization to help with the sales process and due diligence
Best practices for business owners preparing for a legal due diligence process and most common issues that arise during due diligence
What are the most common factors that hold up a transaction during due diligence?
Advice for business owners entering an M&A transaction beyond preparation and organization of documents

Previous Episode

What Are Debt Covenants? M&A Banking Due Diligence Overview

We interviewed Kelly Lamirand, Senior Vice President at KeyBank to discuss what business owners should expect from Senior Lender M&A due diligence. Among other things, Kelly discusses:

What information do senior lenders require when performing bank due diligence in an M&A transaction?
Why do banks conduct due diligence?
Common lending terms including revolver availability, cashflow recapture, and airball
Discussion of the "5 C's of Credit," Character, Capacity, Condition, Collateral, Capital
What debt levels are senior lenders comfortable with from a total debt perspective and a senior debt perspective?
What factors into the interest rate senior lenders charge? Does a bank's relationship with the private equity firm factor into pricing?
What are debt covenants and what purpose do they serve?
How do banks view growth capital expenditures vs. maintenance capital expenditures?

Next Episode

Most Important M&A Negotiation Terms

What are the most important terms in negotiating the sale of a business? We sat down again with deal attorney Brent Pietrafese of Calfee, Halter & Griswold for a deep dive into legal due diligence. Among other things, we discuss:

Protections business owners retaining minority stake in the new business should focus on during negotiations
Most heavily negotiated terms in M&A transactions
Key terms for entrepreneurs when negotiating a post-transaction employment agreement
Non-compete clauses in acquisition documents and employment agreements
Advice for business owners who may be negotiating the sale of their company in the near future