In this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.
Lecture Topics [Total time 012:29:45]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Program Overview* [00:05:15]
David W. Pollak
- General Business Considerations [01:05:52]
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations [00:58:41]
Audra D. Cohen
- Dealing with Financial Sponsors [01:00:07]
Paul J. Shim
- Specialty Areas:A. International Aspects B. Intellectual Property [01:29:03]
Dieter Schmitz, Judith L. Church
- Specialty Areas (Continued): C. Labor and Employment D. Employee Benefits [01:30:57]
David A. McManus, J. Mark Poerio
- Mock Negotiation and Analysis of Form of Acquisition Agreement [03:03:33]
David W. Pollak, Patrick F. Rice
- A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:29:29]
Marie L. Gibson, Kevin M. Schmidt
- A. Structuring and Negotiating Earn-Outs B. Ethics in Negotiating and Documenting Transactions C. Fiduciary Duties of Directors and Majority Shareholders [01:46:48]
Catherine J. Dargan, Michael S. Sackheim, Ackneil M. Muldrow III
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- General Business Considerations (March 2013)
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations in the Acquisition or Sale of a Privately Held Company (March 1, 2013)
Michael N. Peterson
- Dealing with Financial Sponsors
Michael N. Peterson
- Private Equity M&A: Recent Developments 2013
Paul J. Shim
- International Aspects of Acquiring or Selling a Privately Held Company
Dieter Schmitz
- International M&A Checklist
Dieter Schmitz
- Intellectual Property Aspects of Acquiring and Selling Privately Held Companies
Judith L. Church
- Intellectual Property Considerations in Acquiring or Selling the Privately Held Company
Amanda Weare, Marcelo Halpern
- Mergers & Acquisitions: Lawyering at the Corporate-IP Interface
Joseph Yang
- Acquiring or Selling the Privately Held Company—Labor & Employment Law Implications
Stephanie Seay Kelly, Theodora R. Lee
- Sample Amendment To 2012 Stock Incentive Plan Restricted Stock Bonus Award Agreement
Michael T. Frank
- Sample Agreement and Plan of Merger by and among Buyer, Inc., as Buyer, Acquisition Corp., as the Merger Sub, Target, Inc., as the Company, and Affiliate, as the Representative
Diane Holt Frankle
- Indemnification Provisions (February 8, 2013)
Pran Jha
- Issues Relating to Indemnification Provisions In M&A Agreements (February 12, 2013)
Tali Sealman
- Special Problems in Acquisitions of Divisions and Subsidiaries; And Exhibit A
Franci J. Blassberg, Kevin M. Schmidt
- Special Issues Involved in Sales or Acquisitions of Divisions, Business Units, Business Lines or Subsidiaries
Jeffrey A. Le Sage
- Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies (February 2013)
Nancy Laethem Stern
- Structuring and Negotiating Earn-Outs (February 8, 2013)
Catherine J. Dargan
- Earnouts in Private Company M&A: Selected Considerations
Sarah P. Payne
- Professional Responsibility Issues
Michael S. Sackheim
- Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company
Diane Holt Frankle
- Duties And Benefits of Special Committees (February 8, 2013)
Elizabeth Clough Kitslaar
- M&A for the Privately Held Company (PowerPoint slides)
Marshall Heinberg
- Mergers & Acquisitions: Lawyering at the Corporate-IP Interface (PowerPoint slides)
Joseph Yang
- Managing Labor and Employment Issues (PowerPoint slides)
David A. McManus
- Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies (PowerPoint slides)
Jeffrey A. Le Sage
- Structuring and Negotiating Earn-Outs (PowerPoint slides)
Amit Mehta
- Ethics in Negotiating and Documenting Transactions; Fiduciary Duties of Directors and Controlling Stockholders in Corporate Transactions (May 1, 2013) (PowerPoint slides)
Eva H. Davis
Presentation Material
- General Business Considerations
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations
Audra D. Cohen
- Dealing with Financial Sponsors
Paul J. Shim
- Specialty Areas: B. Intellectual Property
Judith L. Church
- Specialty Areas: A. International Aspects
Dieter Schmitz
- Specialty Areas:A. International Aspects B. Intellectual Property
Dieter Schmitz
- Specialty Areas: C. Labor and Employment
David A. McManus
- Specialty Areas:D. Employee Benefits
J. Mark Poerio
- Mock Negotiation and Analysis of Form of Acquisition Agreement
David W. Pollak
- A. Indemnification
Marie L. Gibson
- B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
Kevin M. Schmidt
- A. Structuring and Negotiating Earn-Outs
Catherine J. Dargan
- C. Fiduciary Duties of Directors and Majority Shareholders
Ackneil M. Muldrow III
PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.
On-Demand Web Programs and Segments are approved in:
Alabama1, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa2*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri3, Montana, Nebraska, Nevada, New Hampshire4, New Jersey, New Mexico5, New York6, North Carolina7, North Dakota, Ohio8, Oklahoma9, Oregon*, Pennsylvania10, Rhode Island11, South Carolina, Tennessee12, Texas, Utah, Vermont, Virginia13, Washington, West Virginia, Wisconsin14 and Wyoming*.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
Minnesota approves live webcasts ONLY
Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.
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.