M&A: Structuring the Deal from edX

Learn exactly how and why different M&A deals come together, and how to determine the ideal capital structure for every deal in which you participate.

In this course, we will look at the various corporate documents involved in the M&A process and understand the purpose of the engagement letter. We’ll look at the three legal structures of M&A and understand the difference between triangular and reverse triangular structures. We’ll also learn the difference between stock and asset purchase, learn what tax-free deals are and how there are accomplished.

The course will conclude with an understanding of accounting rules and the categories of advanced structuring.

This course is part of the New York Institute of Finance’s popular Mergers & Acquisitions Professional Certificate program.

What you'll learn

Overview of M&A documents and legal structures
Triangular Mergers and tax consideration for different deals
Tax-free deals
Accounting rules and Letter of Intent
Earnout and Hope certificates and Contingent Considerations
Advanced structuring of M&A deals

What's inside

Learning objectives

Overview of m&a documents and legal structures
Triangular mergers and tax consideration for different deals
Tax-free deals

Accounting rules and letter of intent
Earnout and hope certificates and contingent considerations
Advanced structuring of m&a deals

Overview of m&a documents and legal structures
Triangular mergers and tax consideration for different deals
Tax-free deals
Accounting rules and letter of intent
Earnout and hope certificates and contingent considerations
Advanced structuring of m&a deals

Syllabus

Session 1: Review and Documents

Lesson 1: Review M&A Sale Process

Lesson 2: Where Do Legal Agreements Fit In

Lesson 3: Corporate Documents

Lesson 4: IB Engagement Letter

Case Studies

Session 2: Documents

Lesson 1: Confidentiality Agreement (CA): Non-Disclosure Agreement (NDA)

Lesson 2: Term Sheet

Lesson 3: Letter of Intent

Lesson 4: Definitive Agreements

Session 3: Legal Structures

Lesson 1: Merger

Lesson 2: Stock Purchase

Lesson 3: Asset Purchase

Lesson 4: Legal Structures: Advantages & Disadvantages

Session 4: Triangular Mergers

Session 5: Tax Considerations

Lesson 1: Stock Purchase Deal

Lesson 2: Asset Purchase Deal

Lesson 3: Stock vs. Assets Purchase

Session 6: Tax Free Deal

Lesson 1: Tax Free Reorganizations

Lesson 2: Tax-Free Acquisition Structure Alternatives

Case Studies

Session 7: Accounting Notes

Lesson 1: Accounting Rules

Lesson 2: Letter of Intent - Refresher

Session 8: Consideration

Lesson 1: Earnouts and Hope Certificates

Lesson 2: Contingent Considerations

Session 9: Advanced Structuring

Lesson 1: Tax Loss Mergers

Lesson 2: Break Up/Sum of Parts/Split Off

Lesson 3: LBOs Merger Structure

Lesson 4: Roll ups, Consolidation Pl

Lesson 5: Distressed/bankruptcy Structures

Lesson 6: Special Purpose Acquisition Corps (SPAC)

Lesson 7: Reverse Merger

Lesson 8: Private Equity Industry Review

Good to know

Know what's good

, what to watch for

, and possible dealbreakers

Introduces you to M&A and its legal aspects, targeting the basics

Shares advantages and disadvantages of various M&A legal structures

Covers tax issues surrounding M&A, helping you learn tax-saving strategies

Explores advanced M&A structuring options, equipping you with cutting-edge knowledge

Includes case studies, offering real-world perspectives on M&A transactions

Part of a comprehensive Mergers & Acquisitions Professional Certificate program, providing a broader understanding of the field

Activities

Be better prepared before your course. Deepen your understanding during and after it. Supplement your coursework and achieve mastery of the topics covered in M&A: Structuring the Deal with these activities:

Review corporations and limited liability entities

Show steps

The ability to recall the differences between corporations and LLCs will help prepare for and reinforce the lessons on legal structures

Browse courses on Corporate Law

Show steps

Review the different types of corporations
Review the different types of limited liability entities
Compare and contrast the different types of corporations and limited liability entities

Compilation of online calculators

Show steps

A well-organized collection of online calculators will assist with and review various topics, namely accounting, financial analysis, and structuring.

Show steps

Research online calculators that cover accounting, financial analysis, and structuring
Create folders and subfolders to organize the calculators
Bookmark the calculators for easy access

Learn about triangular mergers

Show steps

Understanding the use cases and requirements of triangular structures will reinforce the lessons on legal structures and tax considerations

Show steps

Watch the YouTube video on triangular mergers
Read the article about triangular mergers
Apply what you have learned by completing the practice exercise

Five other activities

Expand to see all activities and additional details

Show all eight activities

Review the different types of contingent considerations

Show steps

Examining use cases and requirements of contingent considerations will help solidify the lessons on M&A deal structuring

Show steps

Watch the YouTube video on contingent considerations
Read the article about contingent considerations
Complete the practice exercise

Practice working with financial models

Show steps

Collaborative work on building financial models will strengthen the ability to apply concepts in accounting, valuation, and structuring

Browse courses on Financial Modeling

Show steps

Form a study group with 2-3 classmates
Choose a hypothetical case or topic to focus on
Create a financial model in shared software (e.g., Excel, Google Sheets)

Attend a workshop or seminar on mergers and acquisitions

Show steps

Real-world case studies and networking opportunities will greatly complement the lessons on M&A theories and methodologies

Browse courses on Mergers and Acquisitions

Show steps

Look up workshops or seminars in your area
Select an event that aligns with your interests
Attend the event and participate actively

Mentor a junior or a peer in M&A

Show steps

Mentoring others will reinforce your understanding of M&A concepts and improve communication skills

Show steps

Find a junior or a peer looking for guidance in M&A
Set up regular meetings to provide support and advice
Share your experiences and help them navigate the field

Create a presentation on an M&A deal

Show steps

Summarizing and presenting an M&A deal will help you synthesize and apply what you've learned in the course.

Show steps

Choose an M&A deal to analyze
Research the deal and gather relevant information
Create a slide presentation that summarizes the key aspects of the deal
Present your findings to your peers or colleagues

Career center

Learners who complete M&A: Structuring the Deal will develop knowledge and skills that may be useful to these careers:

Mergers & Acquisitions (M&A) Advisor

An M&A Advisor provides advisory services to corporations and high net worth individuals regarding mergers, acquisitions, and other strategic transactions. This role is perfect for those interested in getting into the M&A field as it provides a comprehensive overview of the M&A process and the various documents, structures, and tax considerations involved in M&A deals.

See salaries and explore the career path for Mergers & Acquisitions (M&A) Advisor

Corporate Finance Analyst

A Corporate Finance Analyst plays a crucial role in evaluating and structuring M&A deals, providing financial analysis and modeling to support decision-making. This course provides a strong foundation in M&A structuring, accounting rules, and tax considerations, all of which are essential for success in this role.

See salaries and explore the career path for Corporate Finance Analyst

Investment Banker

An Investment Banker advises clients on mergers, acquisitions, and other capital raising transactions. The course provides valuable insights into the M&A process, legal structures, and tax considerations, which are critical for success in this role.

See salaries and explore the career path for Investment Banker

Private Equity Associate

A Private Equity Associate assists in the evaluation, execution, and monitoring of private equity investments. The course provides a strong foundation in M&A structuring, tax considerations, and accounting rules, which are essential for understanding and executing private equity deals.

See salaries and explore the career path for Private Equity Associate

Management Consultant

A Management Consultant advises companies on strategy, operations, and M&A transactions. This course provides valuable insights into the M&A process, legal structures, and tax considerations, which are essential for success in this role.

See salaries and explore the career path for Management Consultant

Tax Attorney

A Tax Attorney specializes in tax law and provides advice on tax implications of M&A transactions. This course provides a comprehensive overview of tax considerations in M&A deals, including tax-free reorganizations, stock vs. asset purchases, and triangular mergers.

See salaries and explore the career path for Tax Attorney

Auditor

An Auditor examines and verifies financial records to ensure accuracy and compliance with regulations. The course provides a strong foundation in accounting rules and considerations, which are essential for success in this role.

See salaries and explore the career path for Auditor

Financial Analyst

A Financial Analyst provides financial analysis and modeling to support decision-making within organizations. This course provides valuable insights into the M&A process and the various financial considerations involved in M&A deals.

See salaries and explore the career path for Financial Analyst

Commercial Banker

A Commercial Banker provides financial services to businesses, including lending and advisory services related to M&A transactions. The course provides valuable insights into the M&A process and the various financial considerations involved in M&A deals.

See salaries and explore the career path for Commercial Banker

Real Estate Agent

A Real Estate Agent assists clients in buying, selling, and renting properties. The course may be useful for those interested in specializing in commercial real estate, as it provides insights into the M&A process and the various legal structures used in real estate transactions.

See salaries and explore the career path for Real Estate Agent

Business Development Manager

A Business Development Manager identifies and develops new business opportunities for organizations. The course may be useful for those interested in pursuing a career in corporate development or strategic partnerships, as it provides insights into the M&A process and the various legal structures used in M&A transactions.

See salaries and explore the career path for Business Development Manager

Marketing Manager

A Marketing Manager develops and executes marketing strategies to promote products or services. The course may be useful for those interested in pursuing a career in marketing or communications, as it provides insights into the M&A process and the various legal structures used in M&A transactions.

See salaries and explore the career path for Marketing Manager

Project Manager

A Project Manager plans, executes, and monitors projects to achieve specific goals. The course may be useful for those interested in pursuing a career in project management, as it provides insights into the M&A process and the various legal structures used in M&A transactions.

See salaries and explore the career path for Project Manager

Sales Manager

A Sales Manager leads and motivates a sales team to achieve revenue targets. The course may be useful for those interested in pursuing a career in sales, as it provides insights into the M&A process and the various legal structures used in M&A transactions.

See salaries and explore the career path for Sales Manager

Operations Manager

An Operations Manager oversees the day-to-day operations of an organization. The course may be useful for those interested in pursuing a career in operations or supply chain management, as it provides insights into the M&A process and the various legal structures used in M&A transactions.

See salaries and explore the career path for Operations Manager