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Podcast: M&A Science
Episode:

Managing Risks and Liabilities in M&A with Tina Kassangana
Category: Business
Duration: 01:06:25
Publish Date: 2025-04-24 13:27:00
Description:

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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