This is a webcast of the live New York session.
Why you should attend
At 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.
What you will learn
- Analyze the terms of an acquisition agreement
- Develop successful negotiation strategies
- Use letters of intent to maximize strategic advantage
- Structure and negotiate earn-outs and critical risk allocation provisions
- Spot and deal with the key issues that arise in non-corporate law areas, such as:
- Employee benefits
- Labor and employment
- Intellectual property
- Cope with the special problems associated with acquisitions of divisions or subsidiaries
- Understand the fiduciary duties of directors and majority shareholders in a sale transaction
- Understand the special issues relating to financial sponsors
- Recognize ethical issues that arise during the negotiation and documentation of transactions
- Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact firstname.lastname@example.org or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at email@example.com for more details.
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.D.T.
Day One: 9:00 a.m. - 5:00 p.m. (E.D.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.D.T.)
9:00 Program Overview
David W. Pollak
9:15 General Business Considerations
Brief summary of the financial and business considerations applicable to the acquisition or sale of a privately held company, including:
- Valuation analysis
- The art and science of the sale process
- The role of a financial adviser and financing issues
10:15 Letters of Intent and Other Preliminary Considerations
- The elements and purposes of a letter of intent
- Advantages and disadvantages in using a letter of intent
- Impact on negotiating strategy and bargaining leverage
- Early deal considerations and planning issues
Audra D. Cohen
11:15 Networking Break
11:30 Dealing with Financial Sponsors
A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:
- Financing commitments
- Capital structure
- Management equity participation
- The effects of a finite fund life on indemnification
Paul J. Shim
12:30 Lunch Break
Afternoon Session: 1:45 p.m. - 5:00 p.m. (E.D.T.)
1:45 Specialty Areas
A. International Aspects [45 minutes]
- Special diligence concerns, including FCPA, AML,tax and labor issues
- Structuring to acquire (and perhaps later sell) a non-U.S. company
- Common drafting pitfalls when non-U.S. laws govern part or all of a deal
- Dispute settlement alternatives in the cross-border context
- Execution formalities in certain jurisdictions and why they matter
Dieter SchmitzB. Intellectual Property [45 minutes]
A discussion of issues specific to intellectual property:
- Preliminary steps – the IP audit
- Conducting IP diligence
- Issues based on the type of IP
- Representations and warranties
- Covenants and closing conditions
- Sale of a division, spin-off, etc.
- Closing and post-closing issues
Judith L. Church
3:15 Networking Break
3:30 Specialty Areas
(Continued)C. Labor and Employment [45 minutes
- Key employment/labor differences in stock vs. asset transactions
- Business restructuring: discrimination issues, severance pay, and waivers/releases
- Contracts, non-compete agreements, and employee benefits
- Union issues
- WARN notice issues
- Risks/Liabilities – what to watch for
David A. McManusD. Employee Benefits
- Identifying ERISA liabilities
- Integrating seller’s and buyer’s plans
- Transferring plan assets
- Utilizing surplus plan assets; ESOPs
J. Mark Poerio
Day Two: 9:00 a.m. - 5:00 p.m. (E.D.T.)
Morning Session: 9:00 a.m. - 12:15 p.m. (E.D.T.)
9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
- Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
- Representations and warranties
- Conduct of business prior to closing
- Conditions precedent to closing
- Seller’s disclosure schedules
- Key differences between stock and assets purchase agreements
David W. Pollak, Patrick F. Rice
11:00 Networking Break
11:15 Mock Negotiation and Analysis of Form of Acquisition Agreement
12:15 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m. (E.D.T.)
1:30 A. Indemnification [45 minutes]
Techniques and issues in negotiating indemnification provisions:
- Partial indemnification
- Survival of warranties
- Control of defense of claims
- Director protective provisions
- Exclusive or nonexclusive remedy
Marie L. GibsonB. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
The key issues to address when acquiring or selling divisions or subsidiaries of larger companies, including:
- The need for separate financial statements
- Allocating shared assets, facilities and services
- Identifying the parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
Kevin M. Schmidt
3:00 Networking Break
3:15A. Structuring and Negotiating Earn-Outs [30 minutes]
The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction
- Accounting and tax issues
- Effect on indemnification
Catherine J. DarganB. Ethics in Negotiating and Documenting Transactions [30 minutes]
- Understanding who the client is and addressing recurring conflicts of interest
- Candor in negotiations: advocacy, deceit and fairness
- Disclosing confidences and secrets
- Inadvertently disclosed information
- Communicating with represented parties
- Recording phone calls or meetings
Michael S. SackheimC. Fiduciary Duties of Directors and Majority Shareholders [45 minutes]
A discussion of the duty of controlling and majority stockholders to minority holders in:
- Business combinations/sales/mergers
- Transactions with affiliated entities
Ackneil M. Muldrow III
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts
are approved for MCLE credit (unless otherwise noted in the product description
) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana1
, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York2
, Oklahoma, Oregon*, Pennsylvania4
, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia5
, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.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.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video 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.
3Ohio: To confirm that the live webcast 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 biennial 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.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
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, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: firstname.lastname@example.org.
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.