On February 7th, 2019, Acta Ventures hosted Thomas Freyvogel, a senior associate attorney within Reed Smith’s Global Corporate Group. GTE and Acta Ventures are closely aligned and both looking for deals in the middle market. Acta and GTE frequently hold events together to help grow the CMU private equity community. Thomas holds an undergraduate degree in history and philosophy from Boston College, an M.B.A. from Duquesne University, and a J.D. from the Catholic University School of Law. His main areas of practice at Reed Smith include corporate and securities transactions, corporate governance, and general corporate matters. Transactionally, Thomas’s work includes domestic and cross-border M&A, joint ventures, and private equity transactions, among others.
Thomas centered his discussion around two things: explaining the legal aspects of search funds, and providing a color commentary of the positives and negatives he has experienced providing counsel for search fund transactions.
Thomas explained the general procession of search fund legal documents leading up to the acquisition: first, an NDA (non-disclosure agreement) is signed, which is essentially a contract between any two parties that signifies a confidential relationship exists between them. Secondly, assuming the deal has made progress, an IOI (indication of interest) is typically signed, which expresses a conditional, non-binding interest by one party in purchasing a security of, majority or minority stake in, or entire company from an additional party that is currently in registration. Last, an LOI (letter of intent) is signed, which is essentially a more binding version of an IOI and outlines the terms of a deal and provides a grounds for deal negotiation.
The role of attorneys throughout the process depends on which party they are representing. If counsel is representing a potential seller, he or she will be responsible for analyzing IOIs and LOIs proposed by potential acquirers and ensuring that the terms are fair. If the attorney is representing a potential buyer, he or she will be responsible for formulating IOIs and LOIs that will ensure that the buyer is able to freely negotiate a price for a company without risking any legal consequences.
Thomas offered the interns invaluable knowledge about the legal aspects of the search fund process and how to know if a career in business-oriented law is right for them. GTE thanks Thomas for both his time and advice.
Acta Ventures can be found at https://www.actaventures.com/