This course provides a practical overview of the accounting professional’s role in buying or selling a private company. Instead of focusing on technical deal language, the course explains the key business and financial issues that often affect mergers and acquisitions, including the purchase agreement, the final sale price, and financial adjustments after closing. Participants will learn how issues such as customer concentration, hidden liabilities, working capital, and debt can impact the value of a company and the structure of a transaction. The course also explains the role accounting professionals can play before, during, and after a business sale.
Learning Objectives
- Recognize common financial issues that can affect the price, structure, and accounting for a private company transaction
- Explain how financial reviews can connect to required due diligence, purchase agreement terms, and post-closing issues
- Identify purchase agreement provisions that accounting and finance professionals should understand
- Understand how representations, warranties, and indemnities affect risk in a transaction
- Identify disclosure schedule items and supporting documentation that finance and accounting professionals may be asked to review or organize
Major Topics
- M&A deal basics: understanding customer and vendor concentration, possible liabilities, off-balance sheet issues, and how these items can affect the sale price
- Understanding purchase agreement terms that affect the numbers, including working-capital targets, debt-like adjustments, earnout payments, and improper transfers of company assets or funds before closing
- Reviewing common deal protections, including representations, warranties, and indemnification provisions from a practical business perspective
- Preparing for post-closing issues such as accounting controls, financial reporting
- priorities, escrow holdbacks, and potential disputes between buyers and sellers
