Mergers and Acquisitions For Dummies (77 page)

This section also details the anticipated closing date and location. Usually, the closing occurs in the lawyers' offices. In the old days, the closing took place in a specific office, but because of today's technology, most closings are virtual closings conducted via e-mail, fax, and phone. See Chapter 16 for more on closing.

Know what to bring to the closing

The purchase agreement defines certain items the Buyer and Seller may need to physically bring to the closing (or deliver ahead of time, if the closing is virtual as I describe in the preceding section).

Seller's deliveries may include

Stock certificates or other documents providing evidence Seller actually owns what she's selling

Resignations of any or all officers or board members, if Buyer requires that info

Stock books, ledgers, minute books, other corporate records, and corporate seals

Documentation that Seller has complied with all conditions required by the purchase agreement

The company's articles of incorporation and bylaws

Written documentation that all outstanding options, warrants, or other instruments that can claim ownership in Seller have been extinguished or exercised prior to closing

Written opinions from Seller's lawyers that all the necessary legal documents are in order

Signatures from both parties for the escrow agreement, confidentiality agreements, noncompetition and non-solicitation agreements, and employment agreements

A closing financial statement (generally as of the close of business from the previous day)

Buyer's deliveries may involve the following:

The money! This delivery is the single most important one (at least in the eyes of Seller). Buyer brings the money in the form of a wire transfer, not a check.

Some sort of documentation, signed by an authorized officer, that Buyer has performed all necessary due diligence

Approvals by Buyer's board of directors

Legal opinion by Buyer's attorney