This is a webcast of the live New York session.Why you should attend
Effective negotiations and deal execution require that M&A practitioners be well versed in the latest trends. Recent developments in M&A transactions have included novel walk away provisions, tailored go shop provisions and new twists on reverse break-up fees. In a race to the finish line, some two-step tender offer transactions have proceeded on a dual track, in which a one-step merger transaction is pursued while the tender offer is proceeding. A recent amendment to the Delaware law governing short-form mergers may spawn a new wave of tender offers. Recent judicial decisions have provided cautionary tales regarding standstill and board recommendation provisions and letters of intent. This program will feature a team of top industry professionals who will walk you through each step in structuring, negotiating and consummating a transaction, with an emphasis on these and other developments.
What you will learn
- How to structure an acquisition, including tax considerations
- The latest trends in deal protection, financing conditions and “MAC” outs, including the impact of recent Delaware decisions
- The increasing role of reverse break-up fees
- The impact on deals of foreign buyers and strategic buyers
- Financing trends, including the rate environment, Dodd Frank impact, and “covenant lite” availability
- What to look for in due diligence
- The impact of recent Delaware decisions on settlement of strike suits and on investment banker conflicts; efforts to insure a friendly litigation jurisdiction through bylaw amendments
- How to advise a board of directors
- The latest developments in public disclosure requirements affecting the deal environment
- How to navigate the regulatory landscape
- Financing commitment letter issues, including SunGard provisions
- How to draft and negotiate the purchase agreement and financing agreements
- Special areas to watch out for, such as ethical issues, environmental issues and antitrust issues
- How to play in an auction
- The role of “go shop” provisions
- Special provisions in the purchase agreement and much, much more
Who should attend
Attorneys who counsel corporations (both inside and outside), corporate board members, investment bankers and other M&A advisors.
Special Feature
An outstanding panel of M&A experts will engage in a critical analysis of a hypothetical acquisition, from negotiations through closing. You will witness, through an actual example, how a transaction develops and how commonly encountered issues are resolved. The program will include role playing to illustrate key elements of the transaction. You can also earn one full hour of ethics credit with our segment titled “Ethical Traps for the M&A Practitioner.”
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 membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
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.S.T.
Day One: 9:00 a.m. - 5:15 p.m.
Morning Session: 9:00 a.m. - 12:00 p.m.
9:00 Chairman’s Overview of the Hypothetical Transaction
R. Goldberg
9:15 Planning the Transaction
- Confidentiality agreements; letters of intent
- Structuring: one step vs. two step
- Transaction timetable
- Use of special committees
- Management role
- Fairness opinions
K. Parker
10:15 Federal Tax Considerations
- Taxable acquisitions
- Tax-free reorganizations
- Asset v. stock acquisitions
- Merger of equals
- Spin-offs and split-offs
- Section 382 and NOL rights plans
S. Finkelstein
11:00 Networking Break
11:15 Federal Tax Considerations - (continued)
S. Finkelstein
12:00 Lunch Break
Afternoon Session: 1:00 p.m. - 5:15 p.m.
1:00 Advising the Board of Directors
- Directors’ fiduciary duties-trends in the Delaware case law
- Business Judgment Rule
- Importance of independent directors
- Reliance upon third-party advisors and fairness opinions
- Need for special committees
- Enhanced scrutiny
- Considerations applicable to financially distressed companies
C. Ball, R. Goldberg, E. Simonson
2:00 Ethical Traps for the M&A Practitioner
- Clearing conflicts in an M&A transaction
- Where do ethical duties lie in a management buy-out?
- Ethical issues arising in the representation of a special committee
- Negotiating with in-house counsel and more
J. Walker
3:00 Networking Break
3:15 Specialized Areas of Concern Applicable to the Transaction
- Due diligence
- Confidentiality agreements
- Environmental issues, e.g. CERCLA, ECRA, etc., phase one studies
- Antitrust and other regulatory issues
E. Simonson
4:15 Role Playing - Board of Directors Meeting
- Role playing to illustrate key elements of the hypothetical transaction
R. Goldberg, P. Mehdizadeh, K. Parker, E. Simonson, J. Walker
5:15 Adjourn
Day Two: 9:15 a.m. - 4:45 p.m.
Morning Session: 9:15 a.m. - 12:30 p.m.
9:15 Legal Issues Involved in Financing the Transaction
- Commitment letters, including SunGard and Xerox provisions, MAC and diligence conditions, etc.
- Syndication issues, including flex and marketing periods
- Fraudulent transfers and financing structures
- Loan documentation issues, including covenant lite, equity cures, incremental facilities
D. Morse, J. Kim
10:15 Deal Protections
- Termination fees
- No-shop and “go shop” provisions
- Force the vote provisions
- Matching/topping provisions
- Stockholder “lock-ups”
J. Kim, R. Goldberg
11:15 Networking Break
11:30 Investment Banking Considerations
- Valuation and structuring
- Auction tactics
- Form and mix of financing
- Fairness opinions
P. Mehdizadeh
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 4:45 p.m.
1:30 Negotiating the Purchase Agreement
- Tailoring representations and warranties to fit the deal
- Latest covenant trends
- Indemnification issues – baskets, caps and set-offs
- Termination provisions, including MAC clauses, financing outs and other escape hatches
R. Goldberg, E. Wechsler
2:30 Role Playing - Negotiating the Purchase Agreement
Role playing to illustrate key elements of negotiating a purchase agreement
R. Goldberg, E. Wechsler
3:30 Networking Break
3:45 Disclosure Matters and Other SEC Considerations
- When must disclosure be made prior to signing a definitive agreement?
- Public filing of post-announcement shareholder communication materials
- A review of the impact on a transaction of the Form 8-K rules
- Tender offer vs. merger
- Registration issues when securities are the consideration
- Sarbanes-Oxley related issues
E. Swann
4:45 Adjourn
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, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, 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.
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.
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.
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: info@pli.edu.
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.