Why you should attend
A number of factors have combined to reinvigorate the environment for mergers and acquisitions. High corporate cash balances, unutilized private equity commitments and low interest rates have made capital plentiful for acquisitions. The challenges faced by strategic acquirors in growing organically, the pressure on private equity funds to spend their available capital, and the increased appetite of foreign buyers have fueled the demand for quality acquisition targets. Regulatory changes that have encouraged divestitures in some industries, the pressure on distressed companies to sell, and the continued growth in developing markets have each contributed to the supply of quality acquisition targets. This program is designed to bring the M&A practitioner up to speed on the latest trends in doing deals. A team of top industry professionals will walk you through each step in structuring, negotiating and consummating a transaction.
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 the Martin Marietta decision on confidentiality agreement negotiations
- The impact of recent Delaware decisions on settlement of strike suits and investment banker conflicts
- 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.
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.”
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
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
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
11:00 Networking Break
11:15 Federal Tax Considerations - (continued)
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
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
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
4:15 Role Playing - Board of Directors Meeting
- Role playing to illustrate key elements of the hypothetical transaction
R. Goldberg, K. Parker, E. Simonson, M. Sonnie, J. Walker
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
10:15 Deal Protections
- Termination fees
- No-shop and “go shop” provisions
- Force the vote provisions
- Matching/ topping provisions
- Stockholder “lock-ups”
11:15 Networking Break
11:30 Financing the Transaction
- Financing trends
- Valuation and structuring
- Form and mix of financing
- Lender composition
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
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
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers
1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also make reservations
online to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: email@example.com
Sheraton New York Hotel & Towers
, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
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.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.