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Session A

Mastering the Letter of Intent: Mitigating Risk and Exposure in M&A Transactions

Presented By: Dinsmore & Shohl LLP / UHY

A signed Letter of Intent puts you on the clock — but smart dealmakers know the LOI is their first and best line of defense against risk. This session brings together seasoned M&A advisors to examine how rigorous LOI scrutiny dictates the trajectory of a transaction for both sellers and buyers. From neutralizing early tax traps and uncovering hidden liabilities to successfully negotiating the survival of reps and warranties, learn how to build a resilient legal framework that contains the diligence process, prevents post-close disputes, and protects deal value.

Moderator:

Leon Hampton
Attorney
Dinsmore & Shohl LLP

Leon is an innovative and forward thinking corporate and business attorney. He focuses his practice on business law, corporate governance, and mergers and acquisitions. Leon has worked with a wide range of clients, from startups and nonprofit organizations in the earliest stages of formation to established Fortune 500 companies. His experience also includes both international and domestic transactions.

Panelists:

Jeremy Falendysz
Managing Director
UHY Corporate Finance

Jeremy Falendysz is a leading member of the firm’s Corporate Finance practice. with over 20 years of investment banking experience, Having completed 70+ corporate finance transactions representing in excess of $60 billion in total transaction value, he has extensive experience with sell-side and buy-side M&A transactions for private/public enterprises and private equity funds, corporate separations, equity/equity related capital raises (incl. IPO and follow-on issuances), as well as debt capital raises, valuation services, and other pre-sale preparation services.

Prior to spending the past 10 years serving middle market clients, Jeremy spent 10 years working on Wall Street, including as a Vice President in Morgan Stanley’s investment banking division, as well as holding investment banking positions within UBS’s M&A group and Deutsche Bank’s energy group. 

Abram Gordon
General Counsel
STAQ Pharma

Abram manages legal affairs, compliance, and corporate governance for STAQ Pharma. He is an attorney with over 20 years of legal and management experience spanning multiple industries. Before his time at STAQ Pharma, he held leadership roles at Cincinnati Children's Hospital Medical Center (CCHMC), serving as the Executive Director of the Proton Therapy Center and as an Interim Vice President for Innovation Ventures.

Tanveer Kathawalla
Managing Partner
Pioneer1890

Tanveer has spent the past fifteen years at the intersection of capital and critical industries. He began as a venture investor backing deep technology companies before becoming an operator at a satellite startup, where he served as founding CFO and helped launch the world’s first commercial optical communications satellite. He later became a growth-stage operator and investor, leading P&Ls and global M&A across multiple defense technology companies and using special situations acquisitions to drive scale and strategic expansion.

Those experiences shaped his belief that enduring industrial capability requires patient ownership and aligned capital. That conviction led Tanveer to found Pioneer1890, an investment platform focused on acquiring and stewarding founder-owned businesses that form the backbone of America’s defense and industrial base. Through legacy-minded buyouts, the firm provides permanent ownership, operational support, and long-term capital to preserve what founders have built while strengthening the capabilities that advance the arsenal of democracy.

Tanveer holds an MBA from the University of Virginia Darden School of Business and a BA from The George Washington University. He is a frequent lecturer and speaker on the defense industrial base, innovation, and capital formation. His perspectives have been featured in publications including The Wall Street Journal and Breaking Defense.

Conference Location

6501Kenwood Road
Cincinnati, OH 45243
Tel: (513) 561-7482