To stay competitive in this shifting environment, corporate lawyers and transaction specialists need a sophisticated understanding of the important issues and trends in mergers and acquisitions.
This advanced two-day program is specially formulated to help even the savviest of practitioners understand the substantive legal areas affecting theses transactions from both the purchaser’s and seller’s perspectives. The faculty members, all seasoned M&A experts, identify and discuss the major issues that may (or should) arise in the context of an acquisition. In addition to helping registrants develop critical negotiation skills by way of a crowd-pleasing mock negotiation, the instructors explore the latest strategies and techniques to manage M&A transactions and to achieve optimum results for clients.
What You Will Learn
This high-level program features a discussion of the factors that should be considered in the structuring of a negotiated transaction with stock or cash as consideration, with a special focus on issues that arise in the context of private equity transactions. Other topics addressed during the program include:
issues that should be considered by both purchaser’s and seller’s counsel in negotiating the acquisition of a closely held company (or a subsidiary or division of a publicly held company)
tax considerations in structuring and negotiating the acquisition
using stock of both public and private companies as acquisition consideration
fairness opinions and the role of the investment banker
employee benefits, executive compensation, and intellectual property aspects of corporate acquisitions
antitrust issues in mergers and acquisitions
special issues that should be considered when the buyer or seller is a private equity sponsor
the latest Delaware law developments affecting M&A transactions
Time is reserved throughout the program to address questions submitted by the registrants.
Who Should Attend
This course is designed for corporate and business attorneys, in-house counsel, transaction specialists, accountants, private equity executives, financial advisers, and other professionals involved in mergers and acquisitions
8:55 a.m.Welcome and Announcements - ALI CLE Staff Video Webcast Segment A
9:00 a.m. Introductory Remarks and Course Overview
9:05 a.m.Pre-Acquisition Review of Financial and Operating Data - Ms. Griffiths
Using financial data to obtain insight into the operations of a company; the effect of accounting practices on the "quality of earnings," including inventory valuation and other accounting issues, with special emphasis on recent developments in the accounting world; how the due diligence process and the reports from lawyers to accountants should be considered with respect to purchase price adjustments and earn-out arrangements
10:00 a.m.Role of Financial Advisors and Fairness Opinions - Mr. Miller
This segment analyzes the role of the investment banker in both public and private M&A transactions, including engagement letters and the scope of fairness opinions. When is it appropriate to get a second fairness opinion or banker? What are the special considerations where a bank plays a role as both a financing source and financial advisor?
10:45 a.m. Networking and Refreshment Break
11:00 a.m.Special Problems in Using Stock as Acquisition Consideration - Mr. Kalin
Using stock of both public and private companies as acquisition currency, including stock liquidity issues, securities law alternatives, registration rights agreements, standstill arrangements, and shareholders' agreements; special issues with roll-up consolidation acquisitions and the use of preferred stock
12:00 p.m. Questions and Answers
12:15 p.m. Lunch Break Video Webcast Segment B
1:45 p.m.Antitrust Issues in Mergers and Acquisitions - Mr. Prager
Understanding and managing the strategic and procedural aspects of the antitrust laws as they relate to mergers and acquisitions; navigating the new (proposed) U.S. Horizontal Merger Guidelines when doing deals with competitors; doing deals with international reach; drafting antitrust risk-shifting clauses; gun-jumping and integration planning
2:45 p.m.M&A Transactions with Private Equity Buyers and Sellers - Messrs. Lam and Regner
A discussion of how M&A transaction terms may differ where the buyer or seller is a private equity firm or controlled by a private equity firm, including the use of reverse break fees, remedies available to the seller for a financing failure, and the scope of any post-closing indemnity where a private equity firm is the seller
3:30 p.m. Questions and Answers
3:45 p.m. Networking and Refreshment Break
4:00 p.m.Intellectual Property Aspects of Corporate Acquisitions - Ms. Lesser Buyer and seller diligence considerations; issues in evaluating intellectual property assets in acquisitions, including validity, scope of rights, and restrictions on use; treatment of intellectual property issues in acquisition agreements and ancillary agreements, such as licenses and transition services agreements; post-closing and operational issues
5:00 p.m. Questions and Answers
5:15 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty
FRIDAY, OCTOBER 11, 2013
8:00 a.m. Networking Session and Continental Breakfast Video Webcast Segment C
8:30 a.m.Employee Benefits and Executive Compensation Issues - Ms. Lilienfeld
Employee benefits and executive compensation considerations, including dealing with executives and their compensation, option plans, and other qualified and non- qualified employee benefit plans, with special attention to Section 409A issues; understanding the significant liabilities and problem areas, including stock option backdating issues, controlled group issues, pension plan funding, multiemployer withdrawal liabilities, golden parachutes, severance concerns, and retiree health and welfare benefits
9:30 a.m.Delaware Law Developments - Mr. Gentile
An update on latest developments and refresher on key concepts under Delaware law applicable to M&A transactions, including disclosure issues, fiduciary duty issues, disparate consideration issues, the use of lock-ups, confidentiality agreements as standstill arrangements, and structuring merger transactions
10:30 a.m. Networking and Refreshment Break
10:45 a.m.Tax Considerations in Structuring and Negotiating the Acquisition - Mr. Barr
The basic issues in structuring an acquisition or divestiture transaction, including whether to structure the deal as a taxable versus a tax-free transaction, the differences between stock and asset deals, and the types (and requirements) of taxable and tax-free transactions; the use of spinoff techniques, including "Morris Trust" and "Reverse Morris Trust" transactions
11:45 a.m. Questions and Answers
12:00 p.m. Lunch Break Video Webcast Segment D
1:30 p.m.Negotiating the Acquisition of the Private Company - Messrs. Lam and Regner
A mock negotiation is used to highlight the issues and pitfalls in negotiating the representations, warranties, covenants, and closing conditions in the acquisition agreement. The panel discusses the negotiation process as well as the market trends in resolving various negotiated issues. Special attention is given to use of escrows, survival terms for representations and warranties, differences between stock and asset transactions, structuring indemnities (whether joint or several) of the appropriate scope and duration, and issues that arise when the buyer is a private equity firm or when one or more of the sellers will be an employee (or stockholder) after the closing.
3:00 p.m. Networking and Refreshment Break
3:15 p.m. Negotiating the Acquisition of the Private Company (continued)
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment
Note: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions.
Total 60-minute hours of instruction: 12.25 hours
Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area
This is an excellent course for any attorney involved with business acquisition transactions. The presenters are all very experience, knowledgeable and ‘current,’ and they did a great job of presenting information in an effective and interesting manner. — 2012 registrant
The mock negotiation was terrific. Very knowledgeable presenters. Comprehensive materials. — 2012 registrant
The faculty was excellent. Credible and engaging with a deep knowledge of the subject matter. Mock negotiation was the most useful part of the course. — 2012 registrant
I came to this seminar several years ago and it was great. Again, it was great. The organization, presenters and topics were great. Having presenters with practical experience is very helpful. They also seem to present well with each other. – 2011 registrant
You assembled an impressive group of highly skilled top shelf lawyers and consultants for this course. I was impressed with the level of preparation and written materials provided. - Joseph L. Pellis, 2011 registrant
Overall this was an excellent seminar. The speakers were well prepared and experienced. I particularly liked the mock negotiation. – 2011 registrant
The mock negotiation was very informative and helpful. – 2011 registrant
The course was complete and very well structured. Speakers were generally very good and experienced. It was well balanced with practical examples and theory. The course material was good and well prepared.
The mock negotiation has been a great experience.
I have limited experience in this area, but my firm practices extensively in M&A transactions. The speakers did an excellent job of explaining concepts enough that I was not lost but they did not seem to dumb it down either. I thoroughly enjoyed the seminar and found it to be invaluable as a base building foundation for an M&A practice. Excellent speakers. - 2010 registrant
I found this course to be exactly what I needed. Being in-house for 1 ½ years now, I worry that I no longer know what is ‘market’ and what current hot issues are. This was both a great refresher as well as a good update on current trends. – 2010 registrant
Mock negotiation was excellent — well worth the price of admission, which to me is the total time spent more than the course fee. Outstanding mix of topics – 2010 registrant
This is a great course. The presenters are really practitioners at the top of their game; it was a pleasure to hear their thoughts on the areas they practice in. It was also clear that each of the presenters had put a lot of work and thought into their presentations. – Peter J. Ekberg, Faegre & Benson LLP
The mock negotiation was superb. – Alexander F. Kennedy, Jones Waldo Holbrook & McDonough
The content of the course handbook is superb. I plan to have these materials on my shelf near me in my office and to refer to them frequently. Best I’ve attended in my career. Perfect balance for a fairly sophisticated general M&A attorney. – Charles Scudder, Azko Nobel, Inc.