A number of factors have combined to reinvigorate the environment for mergers and acquisitions. High corporate cash balances, unutilized private equity commitments and low interest rates have made capital plentiful for acquisitions. The challenges faced by strategic acquirors in growing organically, the pressure on private equity funds to spend their available capital, and the increased appetite of foreign buyers have fueled the demand for quality acquisition targets. Regulatory changes that have encouraged divestitures in some industries, the pressure on distressed companies to sell, and the continued growth in developing markets have each contributed to the supply of quality acquisition targets. This program is designed to bring the M&A practitioner up to speed on the latest trends in doing deals. A team of top industry professionals will walk you through each step in structuring, negotiating and consummating a transaction.
Lecture Topics [Total time 12:38:07]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Chairman's Overview of the Hypothetical Transaction* [00:09:46]
Richard A. Goldberg
- Planning the Transaction [00:54:30]
Kelley D. Parker
- Federal Tax Considerations [01:35:05]
Stuart M. Finkelstein
- Advising the Board of Directors [01:01:08]
Marilyn W. Sonnie
- Ethical Traps for the M&A Practitioner [00:58:31]
James Q. Walker
- Specialized Areas of Concern Applicable to the Transaction [01:03:29]
Eric Simonson
- Role Playing - Board of Directors Meeting [00:55:16]
James Q. Walker, Eric Simonson, Richard A. Goldberg, Kelley D. Parker, Marilyn W. Sonnie
- Legal Issues Involved in Financing the Transaction [01:00:00]
David W. Morse
- Deal Protections [01:04:39]
Jonathan C. Kim
- Financing the Transaction [00:57:03]
Lloyd A. Sprung
- Negotiating the Purchase Agreement [01:06:16]
Richard A. Goldberg
- Role Playing - Negotiating the Purchase Agreement [00:52:29]
Richard A. Goldberg, Ernest S. Wechsler
- Disclosure Matters and Other SEC Considerations [00:59:55]
Eliza W. Swann
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Negotiating the Purchase Agreement
Richard A. Goldberg
- Planning the Transaction
Kelley D. Parker
- Basic Federal Income Tax Aspects of Mergers & Acquisitions
Stuart M. Finkelstein
- Advising the Board: Basics of Fiduciary Duties
Corinne Ball, Marilyn W. Sonnie
- Ethical Traps for the M&A Practitioner
James Q. Walker
- Specialized Areas of Concern in Acquisition Transactions
Eric Simonson
- Legal Issues in Leveraged Acquisitions: From the Lender's Perspective
David W. Morse
- Deal Protection Measures in Public M&A
Jonathan C. Kim
- S&P Capital IQ--LCD Quarterly Review
Lloyd A. Sprung
- Disclosure Matters and Other SEC Considerations
Eliza W. Swann
- Basic Federal Income Tax Aspects of Mergers & Acquisitions (PowerPoint Slides)
Stuart M. Finkelstein
- Ethical Traps for the M&A Practitioner (PowerPoint Slides)
James Q. Walker
- Disclosure Matters and Other SEC Considerations (PowerPoint Slides)
Eliza W. Swann
- Index to Mergers & Acquisitions 2013
Presentation Material
- Chairman's Overview of the Hypothetical Transaction
Richard A. Goldberg
- Agenda for Meeting of the Special Committee of the Board of Directors of Brand Name Watch Group, Inc.
Richard A. Goldberg
- Agreement and Plan of Merger
Richard A. Goldberg
- Brand Name Watch Group, Inc. Consolidated Statements of Operations
Richard A. Goldberg
- Brand Name Watch Group Projections
Richard A. Goldberg
- Hypothetical
Richard A. Goldberg
- Planning the Transaction
Kelley D. Parker
- Basic Federal Income Tax Aspects of Mergers & Acquisitions
Stuart M. Finkelstein
- Advising the Board of Directors
Marilyn W. Sonnie
- Ethical Traps for the M&A Practitioner
James Q. Walker
- Financing the Acquisition: Documentation and Structure
David W. Morse
- Deal Protections
Jonathan C. Kim
- U.S. Leveraged Loan and High Yield Markets: 2012 Review and Outlook for 2013
Lloyd A. Sprung
- Negotiating the Purchase Agreement
Richard A. Goldberg
- Disclosure Matters and Other SEC Considerations
Eliza W. Swann
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1Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
2Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
3Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
4New Hamphsire: The approval is for three years from recorded date.
5New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
6New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
7North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
8Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
9Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
10Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
11Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
12Tennessee: The approval is for the calendar year in which the live program was presented.
13Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
14Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.