Due Diligence: Leveraging Today's Innovative Tools & Techniques for Securing a Good Deal Webinar

To provide CPAs, accountants and other finance professionals with the knowledge and skills to leverage today’s modern tools and techniques in performing successful due diligence. You’ll gain the confidence to apply these tools to help secure a good business deal. 

• Data Privacy and Security in M&A
  – Deal structure and scope
     • Privacy and cybersecurity diligence
     • Profile and regulatory exposure
  – Initial DDQs and how to share them
  – Key diligence areas
     • Common findings and risks
  – Warranties and SPA provisions
     • Privacy and cybersecurity warranties
     • Disclosure against warranties
  – Issues that arise between signing and close
  – Post-closing actions
• Post-merger integration and synergy realization
  – Integration planning & execution
  – Functional integration
  – Synergy realization and KPI tracking
  – Change management and cultural integration
• M&A tax structuring strategies
  – Taxable structuring considerations
  – Taxable transactions
  – Nonrecognition transactions and reorganizations
  – Tax due diligence
• State Tax, Nexus, and Transaction Exposure
  – Recent nexus developments and remote workforce issues
  – Market-based sourcing and apportionment trends
  – State taxation of the digital economy and artificial intelligence
• Quality of Earnings (QOE) – What buyers really look for
  – QOE foundations
     • QOE as a management and negotiation tool
     • QOE workflows
  – Earnings quality and EBITDA adjustments
     • Earnings quality frameworks
     • Common QOE adjustment categories
     • High-frequency adjustments
  – Working capital, net debt, and price mechanics
     • How QOEs tie to purchase agreements
     • Net working capital analysis
     • Working capital peg methods and negotiations
     • Debt-like items
  – Private company targets
     • Red flags
  – Public company targets and carve-outs

Stanton Burke, Associate Attorney, Gibson Dunn

Neal Eisenberg, Director, Business Planning & Analysis, Protiviti

Lauren Ferrante, Counsel, KTS Law

Alvaro Lasa, Senior Manager, Mergers & Acquisitions, Protiviti

Phoebe Rowson-Stevens, Associate Attorney, Gibson Dunn

Kevin Wilkes, Tax Principal, BDO

Bill Witt, Director, Highspring

To provide CPAs and other financial professionals with the knowledge and skills to leverage today’s modern tools and techniques in performing successful due diligence. You’ll gain the confidence to apply these tools for securing a good business deal. 

DETAILED LEARNING OBJECTIVES

• Explain how transaction structure affects privacy and cybersecurity liabilities

• Identify privacy considerations associated with transferring personal data in an asset purchase

• Evaluate a target’s privacy and cybersecurity exposure based on the volume and sensitivity of data processed

• Describe how to tailor privacy and cybersecurity diligence procedures to a target’s risk profile

• Recognize privacy and cybersecurity findings that may require remediation or contractual protection

• Explain how disclosures, warranties, indemnities and insurance address identified transaction risks

• Identify post-closing priorities for privacy, cybersecurity and incident-response integration

• Describe the phases of post-merger integration planning and execution

• Explain the responsibilities of an Integration Management Office

• Identify governance practices that support timely integration decisions and risk escalation

• Evaluate the use of dashboards, workplans and RAID logs in monitoring integration progress

• Describe leading practices for technology, finance and cultural integration

• Distinguish cost synergies, revenue synergies and dis-synergies

• Explain how baselines, accountable owners and financial targets support synergy realization

• Compare the tax consequences of stock, asset and deemed asset acquisitions

• Explain the requirements and effects of Sections 338, 336(e), 754 and 1060

• Identify tax considerations associated with taxable reorganizations and partnership transactions

• Evaluate how recent tax-law changes may affect transaction structure and acquisition models

• Describe the purpose and scope of tax due diligence in an acquisition

• Explain how P.L. 86-272 may apply to internet activities and remote business operations

• Analyze current developments affecting sales tax nexus and state income apportionment

• Describe the Internet Tax Freedom Act’s restrictions on taxes affecting Internet access and electronic commerce

• Identify state tax considerations associated with electronically delivered services and artificial intelligence

• Explain the purpose of a quality of earnings analysis and distinguish it from assurance services

• Evaluate EBITDA adjustments, revenue quality, working capital, debt-like items and supporting evidence when determining transaction value

• Regulatory Trends in Merger Review
  – Domestic and international merger control
  – Industries in focus
  – FDI key themes
• Due Diligence Best Practices
  – Importance of completing due diligence correctly
  – Categories of due diligence
     – Financial
     – Operational
     – Commercial
     – HR and Culture
     – Tax
     – Legal
     – IT/Cybersecurity
     – ESG
  – Mitigating risks
  – Using AI to accelerate due diligence
• Administrative Issues in Mergers & Acquisitions
  – Overview of M&A timeline and key players
  – Preliminary considerations
  – Structuring the transaction
  – Process and coordination
  – Negotiation of Definitive Agreements
  – Closing the transaction
  – Post Closing Activiites
• Tax Implications of Mergers & Acquisitions
  – M&A tax basics
  – “Step-Up” transactions
  – Tax free acquisitions
  – Judicial requirements
• Advanced M&A Tax and Structuring Strategies
  – Deemed asset acquisitions
  – LLC “Drop-Down” & F reorganization
  – Partnership transactions and structuring
  – Section 355 distributions and requirements
  – Qualified small business stock
  – Post transaction considerations

Kristen Limarzi, Partner, Gibson, Dunn, & Crutcher 

Johnny Montoya, Partner, BDO 

Ryan Reents, Operations Leader, Protiviti 

Daisy Wu, Counsel, Gibson, Dunn, & Crutcher