Our experienced faculty 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 tax, employee benefits, 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 12:16:33]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Program Overview* [00:03:44]
David W. Pollak
- General Business Considerations [01:09:31]
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations [01:00:23]
Audra D. Cohen
- Dealing with Financial Sponsors [00:59:41]
Paul J. Shim
- Fiduciary Duties of Directors and Majority Shareholders; Specialty Areas: A. Tax Considerations [01:30:00]
James T. Chudy, Ron E. Deutsch
- Specialty Areas (Continued): B. Employee Benefits; C. Intellectual Property [01:30:42]
J. Mark Poerio, Sharon B. McCullen
- Mock Negotiation and Analysis of Form of Acquisition Agreement [01:59:55]
David W. Pollak, Patrick F. Rice
- A. Indemnification; B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:30:11]
Kevin M. Schmidt, David W. Pollak
- A. International Aspects; B. Structuring and Negotiating Earn-Outs; C. Ethics in Negotiating and Documenting Transactions [01:32:13]
Alyssa A. Grikscheit, Catherine J. Dargan, Sue C. Friedberg
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- General Business Considerations
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations in the Acquisition or Sale of a Privately Held Company
Michael N. Peterson
- Private Equity M&A: Recent Developments 2012
Paul J. Shim
- Duties of Controlling Stockholders--Murky Waters: Tread Carefully
Kerry E. Berchem
- Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company
Diane Holt Frankle
- Duties and Benefits of Special Committees
Libby Kitslaar
- Federal Income Tax Issues in the Acquisition or Sale of a Privately-Held Company
James T. Chudy
- Overview of Select Employee Benefit Issues Related to Transactions Involving Privately-Held Businesses
Michael T. Frank
- Employee Benefit Plans in Corporate Acquisitions, Dispositions, and Mergers
Karen F.R. Grotberg, Robert J. Lowe, J. Mark Poerio, Philip L. Mowery
- Intellectual Property Issues
Anthony F Lo Cicero, Brian S. Kelly, Karen A. Butcher, Jeffery S. Norman, Carina M. Tan
- IP Considerations During M&A of Privately Held Companies
Joseph Yang
- 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
- Asset Purchase Agreement--Buyer Form
David W. Pollak
- Stock Purchase Agreement--Buyer Form
David W. Pollak
- Indemnification Provisions
Pran Jha
- Acquisitions and Dispositions of Divisions or Subsidiaries of Larger Companies
Julia K. Cowles
- Special Problems in Acquisitions of Divisions and Subsidiaries
Kevin M. Schmidt, Franci J. Blassberg
- Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
Nancy Laethem Stern
- International Aspects of Acquiring a Foreign Privately Held Company
Alyssa A. Grikscheit
- Structuring and Negotiating Earn-Outs
Catherine J. Dargan
- Earnouts in Private Company M&A: Selected Considerations
Sarah P. Payne
- Selected Ethics Issues for the Lawyer Representing a Client in Acquiring or Selling the Privately Held Company
Sue C. Friedberg
- Ethical Issues in Negotiating Transactions
Jodi A. Simala
- M&A for the Privately Held Company (PowerPoint Slides)
Marshall Heinberg
- Fiduciary Duties of Directors and Controlling Stockholders in Corporate Transactions (PowerPoint Slides)
Eva H. Davis
- Tax Considerations (PowerPoint Slides)
Julie A. Divola
- Employee Benefits (PowerPoint Slides)
Philip L. Mowery
- IP Considerations During M&A of Privately Held Companies (PowerPoint Slides)
Joseph Yang
- Structuring and Negotiating Earn-Outs (PowerPoint Slides)
Amit Mehta
- Indices to Acquiring or Selling the Privately Held Company 2012, Vols. I & II
Presentation Material
- M&A for the Privately Held Company
Marshall Heinberg
- Letters of Intent and Other Preliminary Considerations
Audra D. Cohen
- Dealing with Financial Sponsors
Paul J. Shim
- Fiduciary Duties of Directors and Majority Shareholders- Murky Waters: Tread Carefully
Ron E. Deutsch
- ERISA Primer for Private Company M&A: Employee Benefit and Executive Compensation Issues
J. Mark Poerio
- Acquiring or Selling the Privately Held Company: Intellectual Property
Sharon B. McCullen
- Special Issues in Acquisitions of Divisions and Subsidiaries
Kevin M. Schmidt
- International Aspects of Acquiring a Foreign Privately Held Company
Alyssa A. Grikscheit
- Structuring and Negotiating Earn-Outs
Catherine J. Dargan
- Ethics Issues in Acquiring or Selling the Privately Held Company
Sue C. Friedberg
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 Carolina8, 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
The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
*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.