What’s 'Market' in Middle Market M&A Deal Terms: Trends and Market Shifts

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Overview

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This program will provide an overview of key deal terms comprising the “indemnity package” and related issues included in almost all private target acquisition agreements to address a seller’s potential post-closing liability to a buyer and set the parameters of a buyer’s ability to claw back purchase price from a seller. Presenters will discuss 2024/H1 2025 data and findings from Seyfarth's annual survey, including how parties are continuing to use representation and warranty insurance to allocate risk, and will share their perspective on where things might be headed.

Speakers

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SSax

Suzie Saxman

Seyfarth Shaw LLP
Partner

For more than three decades as a corporate lawyer, Suzie has counseled clients—from entrepreneurs and startups to large, privately held companies across multiple industries—through every phase of growth, during times of economic prosperity and economic downturn.

She prides herself on handling matters "in scale" with an eye toward practical advice that advances company objectives. Suzie works with clients in two capacities: executing deals and functioning as outside general counsel, often at the same time. Her clients benefit from this continuity of service and the institutional knowledge she develops by their side. She knows what it's like to run the business and stays in the trenches with the client after the deal is closed.

Suzie brings substantial legal know-how, a high-volume track record of transactions, and a commitment to speak the language of her clients in every deal. She analyzes complex, confidential, and strategic opportunities to address the legal issues presented. Suzie then translates the opportunity into a quick and responsive action plan that provides a road map for growth. She takes a holistic approach, working across the client organization and bringing in financial, diligence, and client counsel to assemble the deal "dream team."

As co-chair of the M&A practice group, Suzie drives the growth and professional development agenda for more than 60 attorneys at all levels. She has been an avid consumer of M&A trends for the last decade, making it her mission to bring this knowledge back to the team. Suzie also drives technology adoption for her team, including use of new artificial intelligence tools for client service and the creation of a unique budgeting app used to predict legal fees for transactions. In all things, Suzie sets a model for performance and client service with a goal of supporting and leading a world-class team. This work has made her more well-rounded and better equipped to serve her clients.

Suzie loves working at Seyfarth because it offers something new and different every day, whether it's the opportunity to help her clients meet their goals, or to collaborate with her colleagues and firm leadership to grow the firm. 
 

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Aaron Gillett

Aaron Gillett

Seyfarth Shaw LLP
Partner - Attorney

Aaron enjoys working with a diverse group of clients—from early-stage entrepreneurs to multinational private and public companies. Each transaction or matter provides a unique set of challenges, to which Aaron provides creative, client-centric solutions.

Aaron makes it a priority to deliver legal services on time and on budget, frequently using advanced technology to increase efficiency. For instance, he worked with the firm's in-house technology innovation team to automate the closing process in an M&A or finance transaction. The solution saves time (and client money) and has the potential to eliminate user error at a critical stage in any transaction.

Aaron focuses his practice on M&A transactions, as well as corporate governance, commercial finance, and commercial contracts. He regularly represents clients in mergers and acquisitions and other business development opportunities, such as joint ventures, ESOPs, and private debt and equity offerings.

Aaron strategizes on the business and legal aspects of negotiating transactions and corporate governance, advising clients on the ideal form of organization, operating/stockholder agreements, and commercial transactions. He also advises lenders and borrowers in the negotiation, structuring, and documentation of acquisition financings and other senior secured loans. In addition, Aaron acts as outside counsel to clients of all sizes, including some of the largest companies in the world, to draft and negotiate commercial contracts to support the needs of the business. 

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Aly Audy

Aly Audy

Seyfarth Shaw LLP
Associate

Aly focuses her practice on mergers and acquisitions, commercial finance, and broader corporate law matters. Aly’s skill in navigating corporate law is complemented by her pragmatic business approach, allowing her to offer insightful counsel that goes beyond traditional legal perspectives. Her commitment to client success is underscored by anticipating the evolving needs of clients throughout a transaction.

The integration of Seyfarth’s technology into Aly’s practice, not only streamlines intricate processes but also ensures that transactions are executed with precision, efficiency, and cost-effectiveness. Aly’s commitment to innovation, coupled with a client-centric focus, positions her as a reliable partner in navigating corporate transactions.

Aly enjoys working with a diverse group of clients, investing time to understand their unique challenges and goals. She takes pride in being part of a talented and cooperative group of attorneys who prioritize efficiency and transparency to achieve optimal client outcomes. 
 


 
Hosted by: ACG
Chapter
Chicago
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