XPX Philadelphia - One Deal. Same Agreement. Different Perspectives. A facilitated discussion between buyer's counsel and seller's counsel on negotiating risk, value, and closing transactions.
The same purchase agreement can look very different depending on which side of the table you're sitting on. Seller's counsel is focused on preserving value and minimizing post-closing exposure, while buyer's counsel is tasked with identifying risk and protecting the buyer's interests. Both are advocating for their client, often leading to very different interpretations of the same provisions.
This discussion brings together attorneys from both sides of the transaction to examine how key deal terms are negotiated, where perspectives diverge, and why deals sometimes stall. Through real-world examples and candid conversation, attendees will gain practical insights into managing negotiation friction, understanding opposing counsel's objectives, and helping transactions reach a successful closing.
Moderator:

Diane DeCesare
Partner
Armanino Advisory, LLC
Diane is a Partner in Armanino's tax practice and a trusted advisor to buyers and sellers of privately held businesses. She specializes in M&A transaction planning, due diligence, deal structuring, and the tax and financial implications of acquisitions and sales. Diane works closely with business owners, investors, and advisory teams on matters ranging from letters of intent and purchase agreements to working capital, cash flow projections, and tax planning. Her experience helps clients identify risks, optimize outcomes, and navigate complex transactions from initial planning through closing.
Our Speakers:

Max McCauley
Principal
Offit Kurman
Max is a Principal Attorney in Offit Kurman’s Business Law and Transactions Practice Group and serves as trusted outside general counsel to privately held businesses. Drawing on extensive experience in business, corporate, tax, employment, real estate, and litigation matters, Max advises clients on complex legal and strategic decisions. His practical, business-focused approach helps companies navigate transactions, manage risk, resolve disputes, and achieve their objectives. By combining transactional insight with litigation experience, Max provides comprehensive counsel that enables business owners and executives to address challenges confidently and pursue long-term growth and success.

Justin D. Csik
Partner
Archer & Greiner
Justin is a Partner in Archer & Greiner’s Corporate Department, where he advises privately held and public companies, investment funds, nonprofit organizations, and franchise businesses on a broad range of strategic and transactional matters. His practice focuses on mergers and acquisitions, corporate governance, financing, joint ventures, business succession planning, franchising, intellectual property, and complex commercial transactions. Justin has represented clients in deals ranging from less than $1 million to more than $100 million and provides practical legal counsel throughout the business lifecycle, from formation and growth to acquisitions, restructurings, and successful exits.
Registration Fees:
XPX Philadelphia Members in good standing – FREE, there is no charge for this event but registration is required for building security access and headcount purposes. Join our membership today and enjoy the benefits!
XPX Chapter Network Members: $55.00
XPX Chapter Network Members Walk-In/Same Day Fee: $65.00
Non-members: $75.00
Same Day/Walk-In: $85.00
BRING A FIRST-TIME GUEST TO XPX!
Member Benefit (First Time Guest to an XPX event ) - Complimentary pass to a first XPX educational event only. A Philadelphia member referral is required. The XPX member (not the guest) must email angie@exitplanningexchange.com to register their first-time guest.
This offer is valid only for individuals who have never attended an XPX Chapter event. Guests who have previously attended any XPX event, whether paid or complimentary, are not eligible.
Regular Monthly Educational Events Cancellation Policy: You may request a full refund for your event registration up to 72 hours before the scheduled date and time. After that deadline, the sale is final and no refunds or credits will be issued. The registration fee is non-transferable, non-substitutable and no replacements are offered.
Thank you to our event host sponsor:
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