Planning Considerations for M & A and IPO Exits

Goodwin Procter and Deloitte LLP recently co-hosted the 2010 CFO Conference at Goodwin’s Silicon Valley, New York and Boston offices.  Prominent private equity, venture capital, real estate and hedge fund CFOs, GCs, COOs and other senior administrative personnel attended this complimentary, one-day technical conference in each office. The event addressed the state of the private equity, venture capital, real estate and other private fund markets, as well as current tax, accounting and legal issues. Key topics included recently enacted financial reform legislation, planning for tax changes, valuation issues and more. 

John Egan, partner and co-chair of Goodwin’s Technology Companies Group, presented “Heading for the Exits: Planning Considerations and Issues for M&A Transactions and IPO Exits.”  John’s presentation covered the implications of the In Re Trados case on boards of directors managing distressed sales processes and current model venture capital financing documents.  He discussed specific key provisions related to preferred stock liquidation preferences, working capital adjustment issues, indemnification and the concept of fundamental representations.  John also discussed the use of escrow accounts, payment mechanics and the extent of confidentiality restrictions on deal documents. 

In addition, John outlined certain considerations in the IPO context and the risks and benefits of pursuing an IPO and a sale in parallel.  He highlighted considerations for private company board members in determining whether to remain on the boards of their public portfolio companies, such as personal reporting obligations, resales of securities in the secondary market, and director and officer insurance matters.

This post on IPO and M & A was authored by Benjamin Chaset.


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