M&A Science Managing Risks and Liabilities in M&A with Tina Kassangana
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Apr 24, 2025 Tina Kassangana, a corporate and M&A lawyer at Moritt Hock & Hamroff LLP, shares her expert insights on managing legal risks in mergers and acquisitions. She breaks down the critical phases of M&A, emphasizing the importance of reps and warranties clauses. Tina discusses strategies for aligning buyer-seller expectations, highlights the complexities of multi-agreement deals, and offers practical advice on preventing post-close disputes. Her real-world experience brings clarity to the often daunting legal landscape of dealmaking.
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Buyers Should Control Diligence Process
- Prepare a due diligence request list and set up a data room as buyer to control diligence.
- Organize team input to centralize findings and track risks efficiently.
Contract Risks Tailored to Deal Type
- Contract diligence focus depends on deal structure; asset sales require checking assignment clauses, equity sales need attention to change of control.
- Consider potential indemnity and warranty obligations embedded in contracts as post-close risks.
Define Post-Close Financial Clauses Clearly
- Define working capital adjustment timing, calculation, and dispute resolution mechanisms clearly.
- Detail indemnification scope, defense control, and expenses to minimize post-close disputes.