This blog is dedicated to discussion of U.S. mergers and acquisitions (M&A) transactions, primarily from a legal perspective. It is published by Erik A. Lopez, Sr. Erik is a New York M&A lawyer currently practicing with Jasso Lopez PLLC, a boutique corporate law firm headquartered in Dallas and serving a global client-base.
Early posts have concentrated on basic M&A concepts intended for non-lawyers who do not have much experience in mergers and acquisitions transactions. These include, for example:
- What M&A is
- Key deal participants and their roles
- Progression of a typical transaction
- Differences in common transaction structures
- Duties to minority investors in M&A deals
- An introduction to public M&A
Later, we will cover more advanced topics that may be appropriate for deal lawyers, investment bankers, private equity sponsors and corporate development professionals, such as:
- Pre-signing considerations (NDAs, exclusivity, standstills, letters of intent, auctions, etc.)
- Examinations of common reps and warranties
- Risk-shifting provisions (e.g., MAE, knowledge and materiality qualifiers)
- Purchase price (e.g., earnouts)
- Typical ancillary agreements
- Pre- and post-closing covenants
- Closing conditions
- Fiduciary duties
- Dissenters’ rights
- Hostile M&A
- Securities law issues (e.g., disclosure on Form 8-K)
Erik A. Lopez, Sr. is an M&A lawyer with over 17 years of domestic and cross-border, public and private mergers and acquisitions experience. He has managed deals totaling tens of billions of dollars in value for major law firms, including Shearman & Sterling in New York and San Francisco and Latham & Watkins in Chicago. He is currently a founding Partner at Jasso Lopez PLLC, a boutique corporate law firm headquartered in Dallas and serving a global client-base.
Erik received his undergraduate degree from the University of Chicago (Phi Beta Kappa; Honors) and law degree from New York University School of Law. He is admitted to practice law in New York, California and Illinois (inactive). Erik is not admitted to practice in Texas.
Some of Erik’s noteworthy M&A transactional experience includes representing:
- Citibank N.A. with the acquisition of two natural gas-fueled power plants from TECO Energy for approximately $1.8 billion.
- Pilgrim’s Pride Corporation with its sale of a controlling interest to JBS USA Holdings, Inc. for approximately $800 million.
- The Perez Companc family of Argentina in its sale of a controlling interest in Perez Companc, Inc., Argentina’s largest energy conglomerate, to Petróleo Brasileiro S.A.—PETROBRAS for approximately $1.1 billion in cash and senior notes.
- Visio Corp. with its sale to Microsoft Corporation for approximately $1.5 billion.
- A national health and fitness company with its issuance of limited liability company membership interests for approximately $700 million.
- A NYSE-listed foreign private issuer financial institution in its sale of a series of venture capital investments valued in excess of $400 million.
- Kensington Laboratories, Inc. in its sale to Newport Corporation pursuant to a stock-for-stock merger valued at approximately $350 million.
- Viacom Inc. with its acquisition of CBS Corp. for $35.6 billion in stock.
You can reach Erik by commenting on this blog, by telephone at +1-214-601-1887 or by email at email@example.com.
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