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Due Diligence for M&A Transactions: Purpose, Process and Practices

Speaker(s): Eric A. Klein, Jackson Bender, Jeremy Ellis, Joseph Ehrlich, Melissa L. Westbrook
Recorded on: Jul. 12, 2021
PLI Program #: 325608

Eric Klein is Team Leader of the 200+ attorney national healthcare practice, which has been named twice as
Law360 U.S. Health Care Practice Group of the Year. He is a partner in the Century City office of Sheppard
Mullin, a full service AmLaw Global 100 law firm with offices throughout California, New York, Chicago,
Washington, D.C., Dallas, London, Brussels, Seoul and Shanghai. With over 35 years of practical legal and
business experience, his multi-sector practice focuses on healthcare transactions and regulation, the current
industry trends of population health management, consolidation, convergence and payor/provider alignment, the
transformation to value and risk-based reimbursement systems and private equity. Known in the business
community for his creative solutions and deal-making ability, Eric uses deep industry knowledge,
entrepreneurial solutions, sophisticated negotiation skills and effective legal process to meet the complex
business and legal needs of both established and emerging companies.

Eric is one of the nation’s most active physician group, health plan and hospital M&A and joint venture lawyers,
having advised on over 70 hospital merger, acquisition and/or joint venture projects, over 75 health plan merger
and acquisition projects, and many of the largest physician services transactions nationally, including a
majority of all major managed care physician group transactions in the Western U.S. in the past ten years. Eric
is one of the most experienced lawyers nationally in population health management, physician alignment and
global risk transactions.

Joe Ehrlich serves as Beecher Carlson’s National Practice Leader for Private Equity, Family Office, and M&A. Joe has experience identifying, structuring, and providing insurance products and solutions for private equity firms, family offices, and other individual and strategic investors. He is a frequent presenter on M&A / Transactional Insurance and other related topics at conferences and for various professional groups, law firms, and other organizations and groups.

Joe graduated Columbia University and received his Juris Doctor degree from New York University’s School of Law. He serves on his college’s Board of Visitors and Chair of Columbia University’s Benefits Committee. Joe is a member of the Columbia Alumni Association’s (CAA) Strategic Planning Committee and serves several other CAA committees. He is a member of the Board of Trustees for the Saint Anthony Hall of New York, the Saint Anthony Hall Foundation, and the Board of Directors of the Columbia University Club of New York. Joe is also a board member and former president of the NYU Law Alumni Association.

Melissa Westbrook is a Senior Managing Director, Deputy General Counsel and Head of Private Funds-Legal for Guggenheim Partners Investment Management (GPIM), an asset manager and subsidiary of Guggenheim Partners, a diversified financial services firm with over $315 billion in assets under management. In her role at Guggenheim, Melissa oversees a team responsible for (i) the structuring and launch of private funds at Guggenheim; and (ii) the documentation and negotiations involved in onboarding all separately managed accounts for GPIM.  In addition to private funds and client work, Melissa also oversees the legal team responsible for structured products which offers clients a broad range of financing solutions using securitization technology applied to a variety of non-traditional asset classes including franchise royalties, IP rights, aircraft, commercial real estate, cell towers, maritime containers, venture debt and others. These investment opportunities can be offered utilizing collateral loan obligation vehicles, structured note investments or more traditional equity investment structures. During her time at Guggenheim, Melissa has been involved in internal restructurings as well as assisting in the international expansion of Guggenheim's Investment Management business, including setting up offices in London, Norway and Dubai.

Melissa graduated from the University of Missouri, Columbia, cum laude and phi beta kappa, with a degree from the Honors College, a major in political science and a minor in anthropology. Thereafter, she graduated from New York University School of Law in 1994. She began her career at the law firm of O'Sullivan, Graev & Karabell, a venture capital boutique firm in NYC and practiced there for approximately 5 years. She then went on to work for Proskauer Rose in NYC for another 5 years after which she relocated to Chicago with her family. After a brief period of practicing at Katten, Muchin, Rosenman in Chicago she accepted the opportunity to work for Guggenheim Partners. Melissa has been with Guggenheim Partners since 2006.

Jackson serves as Beecher Carlson’s Co-National Practice Leader for Private Equity, Family Office, and M&A. In this role, he leads a national team dedicated to the design, implementation, and management of large commercial risk mitigation and retention strategies related to corporate and financial acquirors and their portfolio company businesses. He provides transactional risk support and negotiation, property, casualty, executive risk, and employee benefit due-diligence and post-close corporate insurance placement and consultation.

Prior to joining Beecher Carlson, Jackson was a partner of a large privately held insurance brokerage firm where he helped lead the company’s broad expansion from inception to a regional firm. Additionally, Jackson founded and led the firm’s Private Equity and M&A practice, building it to the largest industry group within the organization.

Jackson is a graduate of the University of Georgia. He serves on the board of directors for the Atlanta Association for Corporate Growth, as Chairman for The Atlanta Charity Clays, and is a board member of The Piedmont Driving Club. Jackson is a frequent speaker on the evolving concepts of transactional and private equity related risks.

Jeremy Ellis is a trusted adviser to Board of Directors, CEOs and CFOs on mergers & acquisitions, raising growth capital, exit strategies and other strategic alternatives.  He has provided investment banking services to a broad range of public corporations, such as ChoicePoint Inc., Northrop Grumman Corporation, Popeyes Louisiana Kitchen, Spectrum Brands, Inc., and TrueBlue, Inc.; several multi-generation family businesses, such as Americo Manufacturing, Herschend Family Entertainment, Polytek Development Corp. and Sasco Chemical; as well as numerous private companies.  Buyers of his clients have included numerous private equity firms as well as strategic buyers including Cobham Plc, Ernst & Young, ITT Industries, Live Nation, McKesson HBOC Inc., Moog Inc. and WebMD.

Prior to Genesis Capital's founding, Jeremy worked in the Investment Banking Group at Robertson Stephens and the Corporate Finance Department at The Robinson-Humphrey Company, now SunTrust Robinson-Humphrey.  Jeremy also worked on private equity investments for R-H Capital Partners, a private equity fund affiliated with Robinson-Humphrey. He began his career in management consulting with Oxford Associates, now MarketBridge.

Jeremy serves on the Advisory Board for Jordan Aluminum, an aluminum extruder; Madden & Associates, a public safety manufacturer's representative organization; National Guard Products, a life-safety products company serving the commercial construction market; and Scrubs & Beyond, the largest omnichannel supplier of healthcare apparel and accessories.  Jeremy serves on the non-profit Board of Directors of ACG Atlanta and Piedmont Healthcare.

Jeremy is also active in the local community. He is a volunteer at the Georgia Aquarium where he serves as a volunteer SCUBA and teaches DAN Diving First Aid for the Professional Diver.  Jeremy also coaches teams for Top Hat Soccer and is a member of Will's Club at Children's Healthcare of Atlanta.  Previously, he was a member of the alumni board of The Lovett School and the Junior Committee of the Shepherd Center. 

Jeremy is a PADI Open Water Scuba Instructor, Emergency First Response Instructor and Specialty Instructor.  Jeremy has logged over 1,000 dives throughout the Caribbean, Mediterranean, Pacific and Red Sea with a passion for underwater photography and shark conservation. 

Jeremy received a Bachelor of Science degree in Mathematics and Economics from Hampden-Sydney College.