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M&A Science

M&A Science, hosted by Kison Patel (Founder & CEO of DealRoom), is your go-to podcast for mastering the art of mergers and acquisitions. Each week, Kison and his expert guests from leading brands like Xerox, FastLap, and Cisco dig deep into real-world M&A strategies, offering actionable insights to optimize your M&A practice. Whether you're an experienced practitioner or new to the field, M&A Science provides practical advice on key topics like sourcing, due diligence, integration, divestitures, and more. With over 300 episodes, this podcast is the premier thought leadership resource designed to streamline your deal-making process. Start listening today and visit mascience.com/podcast to access over 400 episodes. Brought to you by DealRoom, the leading M&A optimization platform used by the best M&A teams around the world
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Now displaying: Page 1
Apr 24, 2025

Tina Kassangana, Corporate & M&A Lawyer, Associate at Moritt Hock & Hamroff LLP

Tina Kassangana joins usto explore how legal counsel manages risk throughout the M&A lifecycle. With firsthand insight from a practicing M&A attorney, this conversation dives into the real-world complexities of diligence, purchase agreement structuring, reps and warranties, and navigating disputes post-close. Whether you're a first-time buyer or a seasoned dealmaker, Tina offers sharp, practical guidance that demystifies the legal side of dealmaking.

Things you will learn:

  • The three main stages where legal risks arise in M&A—and how to mitigate them

  • Why reps and warranties clauses and disclosure schedules are critical

  • How to align buyer-seller expectations in earnouts and seller financing

  • Legal strategies to prevent conflicts in multi-agreement deals

Bookmarks

Intro and Tina’s Background – [00:01:00]

Early M&A Risk Identification – [00:05:00]

Buy-Side LOI and Risk Management Roleplay – [00:06:30]

Earnouts vs. Seller Financing and Structuring Strategy – [00:08:00]

Escrow, Reps and Warranties Insurance Deep Dive – [00:11:00]

Asset vs. Stock Deals and Contract Transfer Issues – [00:13:00]

Post-Close Risk & Working Capital Disputes – [00:25:30]

Disclosure Schedules and Rep Breaches – [00:28:30]

Conflicting Terms in Multi-Agreement Deals – [00:35:00]

Post-Close Litigation Triggers (Earnouts, Employment, Equity) – [00:38:00]

Jurisdictional Conflicts and Governing Law – [00:39:00]

How AI Is Changing Contract Analysis – [00:55:00]

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