- Learn about how mergers and acquisitions create shareholder value, and in other instances destroy shareholder value
- Overview of the M&A process from both a seller's and buyer's perspective
- Legal issues, due diligence and documentation
- Learn the tax implications of various deal structures
- Your alternatives to selling the business
- The presentation will be filled with 'real life' discussion examples from our experienced speakers
8:00 a.m. - 9:30 a.m.
I. Overview/Building Shareholder Value
A. General Discussion On Increasing Shareholder Value
B. Overview Of Why Mergers Fail To Deliver
C. Pitfalls To Avoid
D. The Right Disciplined Strategy
II. The M&A Process (Roundtable Discussion
Of The M&A Process From Both A
Seller's Perspective And A Buyer's
A. Steps To Sell A Business/M&A Process Overview
B. Alternative Sale Strategies
C. Buy-Side Acquisition Strategies
D. Buy-Side Process Overview
E. Bid Structuring Considerations
F. Buy-Side Techniques
9:30 a.m. - 9:40 a.m.
9:40 a.m. - 10:40 a.m.
III. Letter Of Intent
IV. Purchase And Sale Agreement
10:40 a.m. - 11:40 a.m.
V. Tax Implications Of Various Deal
A. Stock Deals vs. Asset Deals – Tax Implications
B. Stock Deals vs. Asset Deals – Non-Tax Implications
C. Taxable vs. Tax-Free Deal Structures
D. International Transactions
11:40 a.m. - 12:40 p.m.
Lunch (On Your Own)
12:40 p.m. - 1:40 p.m.
VI. Legal Due Diligence
A. Stock Deals
B. Asset Deals
1:40 p.m. - 2:10 p.m.
VII. Business Due Diligence And Unique
Situations Which May Be Encountered
A. Accounting And Financial
2:10 p.m. - 2:50 p.m.
VIII. Human Resources And Corporate
A. This May Be The Number One Reason Deals Fail
B. Human Resources Due Diligence
C. Pension Plans
2:50 p.m. - 3:00 p.m.
3:00 p.m. - 4:00 p.m.
IX. An Update On Tax Consequences Of
A. Recent Proposed Regulations
B. Recent IRS Rulings And Court Cases
C. New Planning/Structuring Ideas
X. Health Care Transactions
A. For Profit To Not-For-Profit Reorganizations
B. Not-For-Profit To For Profit Reorganizations
C. Recent Health Care Reorganization Transactions
D. General Industry Trends
4:00 p.m. - 5:00 p.m.
XI. Alternatives To Selling The Business
B. Sale Of Select Assets
D. Special Dividends
E. Stock Buy-Backs
G. Leveraged Buy-Outs (LBO)/Management Buy-Outs (MBO)
XII. Selling Or Acquiring Assets In Bankruptcy
A. Overview Of The Sale Process In Bankruptcy (363 Sales)
B. Distressed Asset Buy-Side Strategies
XIII. Deal Related Consulting Needs And
A. Preliminary (What Is It Worth? For Both Buyers And Sellers)
B. Financial Advisory/M&A Advisory For Either Sellers Or Buyers
C. Fairness Opinions
D. Solvency Opinions
E. Purchase Price Allocation
F. (Real Estate) Component Cost Segregation