Pave the Way for a Smooth, Advantageous Business Deal
This practical seminar will guide you through the principles and procedures involved in mergers and acquisitions so you can structure the best deal for your business client. Anticipate and overcome obstacles by identifying areas that commonly pose challenges during these transactions. Our experienced faculty will share the benefit of their insights and knowledge, enabling you to avoid mistakes and successfully facilitate the process. Register today!
- Prevent loopholes: customize our sample contract to create airtight agreements that close the door on future disputes.
- Choose the right vehicle: implement strategies that minimize the tax burden.
- Learn how to get the other party to pay as much of the transaction expenses as possible.
- Arm yourself with knowledge of valuation methods to determine if a price is reasonable.
- Use our checklist to ensure due diligence, that nothing is missed and all information is properly disclosed.
- Gain practical tips for interpreting the acquisition agreement in your favor during post-closing disputes.
- Tailor your approach to mergers and acquisitions to overcome unique challenges that various organization structures present.
- Anticipate the challenges and remedy problems that can arise during the transition.
- Jump-start your practice with sample letters and agreements that can streamline your procedures.
SETTING THE STAGE: PRELIMINARY CONSIDERATIONS
8:30 - 9:40, Stephen J. Carlotti
- Review of Operations, Prospects and Marketplace
- Transaction Structure Considerations
- Drafting Confidentiality Agreements – Sample Agreement
- Initial Meetings and Data Room Preparation
- Sample Letters of Intent/Term Sheets for Asset and Stock Purchase Agreements – Drafting and Negotiation Tips
- Due Diligence
- Legal and Financial Due Diligence Checklists
- Business Valuation – The Company's Current Condition and Value
- Disclosure Statement Preparation
- Successor Liability
M&A TAX CONSEQUENCES
9:40 - 10:50, Scott J. Pinarchick
- Tax-Deferred Reorganizations
- Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
- Taxable vs. Tax-Free Acquisitions
- State and Local Tax Considerations
- Effective Financing Strategies
- Joint Ventures
- Accounting Considerations
DRAFTING AND NEGOTIATING THE PURCHASE AGREEMENT
11:05 - 12:15, Margaret D. Farrell
- Key Provisions in Stock Purchase Agreements
- Key Provisions in Asset Purchase Agreements
- Representations and Warranties
- Covenants and Conditions
- Negotiation Theory and Strategy – Case Study and Discussion
- Pre-Closing and Closing Considerations and Checklists
SHAPING AN ETHICAL FOUNDATION
1:15 - 2:25, Elizabeth Myers
- The Rules of Professional Conduct – Overview
- Clearly Define the Role of Advisor at the Outset to Avoid Conflicts of Interest
- Exercising Independent Professional Judgment on Behalf of Your Client
- How to Avoid Prejudicing or Damaging Clients' Interests During Representation
OVERCOMING COMMON CHALLENGES IN M&A
2:25 - 3:25, Brendan J. Radigan
- Dealing with Specific Entities in M&A
- Employee Benefits and Executive Compensation
- Intellectual Property Issues
- Using Stock as Acquisition Consideration with Private Companies
- Buying/Selling a Distressed or Bankrupt Company
- Complying with Antitrust Laws
3:40 - 4:40, Brendan J. Radigan
- Integration Issues – Avoid Costly Mistakes
- Purchase Price Adjustments
- Post-Closing Disputes
- Material Adverse Change Clause Enforcement
- Interpreting Purchase Agreements