Breaking Into Wall Street

Definitive Agreement (21:40)

Learn why definitive agreements in M&A deals are important, what they are, and some of the key terms to look for.

Here are the key terms we’ll look at:

  • Purchase Price, Form of Consideration, Buyer/Seller, and Transaction Type.
  • Treatment of Outstanding Shares, Options, and RSUs and Other Dilutive Securities
  • Representations and Warranties
  • Covenants
  • Solicitation (“No Shop” vs. “Go Shop”)
  • Financing
  • Termination Fee
  • Indemnification
  • Employee Non-Competes
  • Material Adverse Change (MAC) and Material Adverse Effect (MAE) Clauses
  • Closing Conditions

We’ll also go over the differences between public sellers vs. private sellers, stock purchases vs. asset purchases, and also regional variations such as the HSR Act that companies must clear in the US to complete a merger or acquisition.