On-Demand   On-Demand Web Programs

Acquiring or Selling the Privately Held Company 2015

Released on: Jun. 26, 2015
Running Time: 12:48:37

Running Time Segment Title Faculty Format
[01:06:40] General Business Considerations Marshall Heinberg ~ Former Head of Investment Banking, Oppenheimer & Co.;, Former Head of US Investment Banking, CIBC World Markets; Founder, MAH Associates, LLC
On-Demand MP3 MP4
[00:58:57] Letters of Intent and Other Preliminary Considerations Peter A Laveran-Stiebar ~ Covington & Burling
On-Demand MP3 MP4
[01:01:42] Dealing with Financial Sponsors Matthew P Salerno ~ Cleary Gottlieb Steen & Hamilton LLP
On-Demand MP3 MP4
[02:59:08] Specialty Areas Brandon C Gruner ~ Debevoise & Plimpton LLP
Alyssa A Grikscheit ~ Sidley Austin LLP
On-Demand MP3 MP4
[02:46:01] Mock Negotiation and Analysis of Form of Acquisition Agreement David W Pollak ~ Morgan, Lewis & Bockius LLP
Vincent R Martorana ~ Assistant General Counsel, Reed Smith LLP
On-Demand MP3 MP4
[01:35:25] A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies Marie L Gibson ~ Skadden, Arps, Slate, Meagher & Flom LLP
Michael A Diz ~ Debevoise & Plimpton LLP
On-Demand MP3 MP4
[01:15:05] A. Structuring and Negotiating Earn-Outs B. Fiduciary Duties of Directors and Majority Shareholders Ackneil M Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
On-Demand MP3 MP4
[01:02:14] Ethics in Negotiating and Documenting Transactions Michael S Sackheim ~ Sidley Austin LLP
On-Demand MP3 MP4

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 12:48:37]

Segments with an asterisk (*) are available only with the purchase of the entire program.


  • Introduction* [00:04:04]
    David W. Pollak
  • General Business Considerations [01:06:40]
    Marshall Heinberg
  • Letters of Intent and Other Preliminary Considerations [00:58:18]
    Peter A. Laveran-Stiebar
  • Dealing with Financial Sponsors [01:01:42]
    Matthew P. Salerno
  • Specialty Areas [02:59:08]
    Alyssa A. Grikscheit, Brandon C. Gruner
  • Mock Negotiation and Analysis of Form of Acquisition Agreement [02:46:02]
    Vincent R. Martorana, David W. Pollak
  • A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:35:25]
    Marie L. Gibson, Michael A. Diz
  • A. Structuring and Negotiating Earn-Outs B. Fiduciary Duties of Directors and Majority Shareholders [01:15:05]
    Ackneil M. Muldrow III, Melissa Sawyer
  • Ethics in Negotiating and Documenting Transactions [01:02:14]
    Michael S. Sackheim

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • General Business Considerations (February 2015)
    Marshall Heinberg
  • Letters of Intent and Other Preliminary Considerations
    Catherine J. Dargan
  • Letters of Intent and Other Preliminary Considerations (February 6, 2015)
    Alexander B. Young
  • Private Equity M&A, 2014 in Review
    Matthew P. Salerno
  • International Aspects of Acquiring a Foreign Privately Held Company (February 2015)
    Alyssa A. Grikscheit, Thomas M. Thesing
  • Intellectual Property Aspects of Acquiring and Selling Privately Held Companies
    Judith L. Church
  • Intellectual Property Considerations in Acquiring or Selling the Privately Held Company
    Marcelo Halpern, Justin L. Moon
  • Mergers & Acquisitions: Lawyering at the Corporate-IP Interface
    Joseph Yang
  • Managing Labor and Employment Issues When Buying or Selling the Privately Held Company (March 2015)
    Douglas T. Schwarz, David A. McManus
  • Overview of Select Employee Benefit Issues Related to Transactions Involving Privately-Held Businesses
    Michael T. Frank, Amanda Hines Gold, Amanda Hines Gold
  • 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, Diane Holt Frankle
  • Sample Asset Purchase Agreement
    David W. Pollak
  • Sample Stock Purchase Agreement
    David W. Pollak
  • Indemnification Provisions (February 11, 2015)
    Pran Jha
  • Special Problems in Acquisitions of Divisions and Subsidiaries
    Michael A. Diz, Kevin M. Schmidt
  • Issues Pertaining to Acquiring a Division or Subsidiary (February 2015)
    Brent E. Williams
  • Earnouts in Private Company M&A: Selected Considerations
    Sarah P. Payne
  • Venture Capital and Private Equity Funds Engaging in Conflicted Transactions: Recommendations Following In Re Nine Systems Corporation Shareholders Litigation and In re Trados Incorporated Shareholder Litigation
    Eva H. Davis
  • Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company
    Diane Holt Frankle, Diane Holt Frankle
  • Duties and Benefits of Special Committees (February 4, 2015)
    Elizabeth C. Kitslaar, Benjamin T. Maida, Karin Lee
  • Professional Responsibility Issues
    Michael S. Sackheim
  • Ethical Issues in Negotiating Transactions (February 6, 2015)
    Jodi A. Simala, Subhan Baig, Rosemarie Farhat, Cecil Hall, Catherine Henderson, Jessie Waller
  • M&A for the Privately Held Company (PowerPoint slides)
    Marshall Heinberg
  • Dealing with Financial Sponsors (PowerPoint slides)
    Michael N. Peterson
  • International Aspects of Acquiring a Foreign Privately Held Company (PowerPoint slides)
    Alyssa A. Grikscheit
  • Acquiring or Selling the Privately Held Company (PowerPoint slides)
    Judith L. Church
  • Mergers and Acquisitions: Lawyering at the Corporate-IP Interface (PowerPoint slides)
    Joseph Yang
  • Financial Provisions in Acquisition Agreements (PowerPoint slides)
    Brian E. Hamilton
  • Structuring and Negotiating Earn-Outs (PowerPoint slides)
    Amit Mehta
  • Fiduciary Duties of Directors and Controlling Stockholders in Corporate Transactions with Special Considerations and Recommendations for Venture Capital and Private Equity-Backed Companies (PowerPoint slides)
    Eva H. Davis

Presentation Material


  • General Business Considerations
    Marshall Heinberg
  • Letters of Intent and Other Preliminary Considerations
    Peter A. Laveran-Stiebar
  • Dealing with Financial Sponsors
    Matthew P. Salerno
  • Specialty Areas: Intellectual Property
    Brandon C. Gruner
  • Specialty Areas: International Aspects
    Alyssa A. Grikscheit
  • Specialty Areas: Employee Benefits
    J. Mark Poerio
  • Specialy Areas: Labor and Employment
    Douglas T. Schwarz
  • Indemnification
    Marie L. Gibson
  • Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
    Michael A. Diz
  • Fiduciary Duties of Directors and Majority Shareholders
    Ackneil M. Muldrow III
  • Structuring and Negotiating Earn-Outs
    Melissa Sawyer
Co-Chair(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Michael A. Diz ~ Debevoise & Plimpton LLP
Marie L. Gibson ~ Skadden, Arps, Slate, Meagher & Flom LLP
Alyssa A. Grikscheit ~ Sidley Austin LLP
Brandon C. Gruner ~ Debevoise & Plimpton LLP
Marshall Heinberg ~ Former Head of Investment Banking, Oppenheimer & Co.;, Former Head of US Investment Banking, CIBC World Markets; Founder, MAH Associates, LLC
Peter A. Laveran ~ Covington & Burling LLP
Vincent R. Martorana ~ Assistant General Counsel, KPMG LLP, the US member firm of the KPMG International network of independent firms
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ Paul Hastings LLP
Michael S. Sackheim ~ Sidley Austin LLP
Matthew P. Salerno ~ Cleary Gottlieb Steen & Hamilton LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
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