The Complete M&A Playbook: Structuring, Diligence, and Integration

Cheryl Mullin | Mullin P.C

Cheryl Mullin is the founding partner of Mullin, P.C. Her practice focuses on assisting commercial clients in achieving their growth objectives through franchising, joint ventures, acquisitions, and private investment. She also provides intellectual property protection services to small and mid-size enterprises, business transition planning for closely held businesses, and commercial litigation support on business matters.

Cheryl Mullin earned her J.D. from Widener University School of Law in 1995 and her LL.M. in Taxation from SMU Dedman School of Law in 2013. She has been recognized for her expertise in franchise law by the International Who’s Who of Franchise Lawyers since 2013, Texas Super Lawyers since 2012, and Best Lawyers in America since 2007. Cheryl has also been named one of Dallas’s best lawyers by D Magazine every year since 2007 and has been a “Legal Eagle” in Franchise Times magazine since 2004. In addition to holding an AV rating from Martindale-Hubbell, she frequently lectures on corporate and franchise law topics.

Cheryl is based in our Bucks County, Pennsylvania office, and splits her time with the Dallas, Texas office.

Michael Barbera | Michael Barbera Accounting

Michael is an Enrolled Agent: the highest credential that the IRS awards. He is a specialist in tax planning and tax advisory services. Additionally, Michael also holds his Series 7, Series 63, and Series 65 licenses: making him an Investment Advisor Representative, or IAR. An IAR is held to stricter rules, known as the fiduciary standard of care. This standard legally requires the investment representative to act in the best interest of the investor. The fiduciary duty is the highest standard of care under American law.

Tyler J. Thompson | Reed Smith LLP

Tyler advises clients on data privacy and protection, technology contracts and contract processes, websites and mobile apps, digital accessibility, and artificial intelligence. He offers clients practical and efficient legal counsel, striving to manage costs and risks with business-friendly strategies.

With deep experience in digital compliance, Tyler focuses on handling all aspects of a client’s website, platform, game, or mobile app to achieve compliance while maintaining the best user experience. His practice also focuses on creating enforceable digital agreements with users. He also helps clients reduce website scraping risks.

Tyler has designed and implemented privacy compliance programs for clients ranging from Fortune 500 companies to startups, ensuring those clients are compliant with U.S. and international privacy laws. Advice on those programs includes, among other things, data retention and minimization, privacy by design, data inventory, and privacy impact assessments. He’s also highly knowledgeable about niche privacy considerations such as franchise implications and in person privacy practices.

Tyler is accredited by the American Bar Association and the International Association of Privacy Professionals (IAPP) as a Privacy Law Specialist. He is also certified by the IAPP as a Fellow of Information Privacy (FIP), Certified Information Privacy Professional for the United States (CIPP/US), Europe (CIPP/E), Asia, (CIPP/A) and Canada (CIPP/C) as well as a Certified Information Privacy Manager (CIPM) and Certified Information Privacy Technologist (CIPT). Tyler is also an ISACA Certified Data Privacy Solutions Engineer (CDPSE). He is the current chair of the IAPP KnowledgeNet Phoenix Chapter.

In the technology space, Tyler counsels on artificial intelligence (including generative AI and LLMs), open-source software, digital marketing, software licensing, and SaaS agreements. Tyler works with clients to modernize commercial contracting processes and privacy practices, enabling in-house attorneys to function more efficiently and conserve resources. He is certified by the IAPP as an Artificial Intelligence Governance Professional (AIGP). Tyler focuses on hard to-draft agreements, combining elements of data rights, digital compliance, and emerging technologies.

Outside of the firm, Tyler practices archery, is an FAA certified private pilot, and a PADI certified SCUBA diver. From his home base in Denver, he is on a mission to see every national park, MLB stadium, and good tiki bar in the United States. He is a former MBA professor of Business Law at the University of Denver.

Session I – M&A Process: From Deal Structuring to Post-Closing Integration | 1:00pm – 2:00pm

• Deal structuring & preliminary consideration
  • Asset purchase vs. stock/equity purchase vs. merger structures
  • Tax considerations (338(h)(10), 338(g), F-reorgs)
  • Financing approaches (cash, seller notes, rollover equity, earnouts)
  • Regulatory and cross-border issues
• Due diligence
  • Legal diligence: Corporate records, contracts, litigation, IP, compliance
  • Financial diligence: Quality of earnings, working capital
  • Regulatory and industry-specific diligence
  • Use of virtual data rooms and diligence reports
• Negotiation of key documents
  • Term sheets/LOIs and exclusivity
  • Negotiating the purchase agreement: Reps & warranties, covenants, indemnities
  • Market positions (anti-sandbagging, MAE, closing conditions)
  • Role of R&W insurance
• Regulatory approvals & third-party consents
  • Antitrust/HSR and foreign investment approvals (CFIUS, EU, UK)
  • Contractual consents and notices to third parties
  • Employee, union, and works council considerations (esp. cross-border)
• Closing mechanics
  • Conditions precedent to closing
  • Funding flows and closing deliverables
  • Escrows, holdbacks, and mechanics of payment
  • Split sign/close vs. simultaneous sign & close
• Post-closing dispute resolution & integration
  • Working capital and purchase price adjustments
  • Escrow claims and indemnity process
  • Post-closing integration (employees, systems, contracts)
  • Dispute resolution mechanisms: Negotiation, mediation, arbitration, litigation

Break | 2:00pm – 2:10pm

Session II – Franchise & Distribution in M&A: Diligence, Deal Terms, and Post-Closing Integration | 2:10pm – 2:40pm

• Franchise-specific diligence: FDD/state law compliance, consent/assignment issues, system standards, and brand/IP considerations
• Negotiating key terms: Transfer/assignment rights, non-compete and non-solicit, operational covenants, and indemnities
• Coordinating with lenders and landlords: Vendor/supply and territorial restrictions
• Post-closing integration: Franchisee communications, operational transitions, and dispute-avoidance strategies
• Practical traps and recent enforcement or litigation trends

Session III – Data, Privacy, Cybersecurity, and AI in M&A: Diligence, Risk Allocation, and Integration | 2:40pm – 3:50pm

• Due diligence on data, privacy, cybersecurity, and AI assets
• Allocating tech/data risk in purchase agreements (R&Ws, carve-outs, indemnities, covenants)

Break | 3:10pm – 3:20pm

• Cross-border data transfers and integration planning (GDPR/CCPA and related regimes)
• Post-closing compliance and systems integration playbook
• Practical pitfalls and recent enforcement trends impacting deal execution