12-Hour Program

See Credit Details Below

Overview

Why you should attend

Spawned by strength in the debt markets, a strong stock market, and plentiful levels of cash, merger and acquisition activity has been robust in 2014. The ability to be an effective negotiator in an M&A transaction requires staying abreast of the latest deal trends. This program will help you stay up-to-date on recent trends in deal making such as developments regarding material adverse change provisions, lessons in addressing advisor conflicts, the use of representation and warranty insurance, and the increasing use of stock as currency for transactions. A team of top industry professionals 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
  • The latest trends in deal protection, financing conditions and “MAC” outs, including the impact of recent Delaware decisions
  • Understanding tax considerations
  • The 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
  • The use of representation and warranty insurance
  • 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 prevent a “market check” from being second guessed by a Delaware court
  • 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.”

Credit Details