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International Aspects; Structuring and Negotiating Earn-Outs; Ethics in Negotiating and Documenting Transactions

Recorded on: Jun. 12, 2012
Running Time: 01:32:13

Full Transcript:


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Taken from he Web Program Acquiring or Selling the Privately Held Company 2012 Recorded June 2012 in New York City

Lecture Topics

International Aspects; Structuring and Negotiating Earn-Outs; Ethics in Negotiating and Documenting Transactions [01:32:13]

International Aspects

  • 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


Structuring and Negotiating Earn-Outs

The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification


Ethics in Negotiating and Documenting Transactions

  • 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

The purchase price of this Web Program segment includes the following article from the Course Handbook available online:
  • 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
  • Structuring and Negotiating Earn-Outs (PowerPoint Slides)
    Amit Mehta

Presentation Material
 

  • 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
Speaker(s)
Catherine J. Dargan ~ Covington & Burling LLP
Sue C. Friedberg ~ Buchanan Ingersoll & Rooney P.C.
Alyssa A. Grikscheit ~ Sidley Austin LLP
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