Why you should attend
The M&A market has been experiencing a period of great expectations, with economic anxiety creating uncertainty about the future. Increased volumes of tender offers, hostile deals, activist campaigns, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another. M&A participants continue to raise questions about what “the market” for deal terms is, whether buyers or sellers now have the upper hand, and whether the M&A market will return to robust volumes. These questions, along with the new deal technology and case law emerging to address them, are among the points that will be discussed at the Doing Deals program.
A prominent faculty of top lawyers and investment bankers will share their years of experience and teach you how best to represent your clients by creatively structuring, coordinating and managing M&A transactions.
What you will learn
- How to choose a transaction structure: Navigating the world of mergers and tender offers
- Using innovative deal structures to get the deal done: the use and abuse of earnouts, CVRs and dual-track merger/tender offers
- The critical importance of pre-deal documents, such as confidentiality agreements (including the recent decision in Vulcan v. Martin Marietta)
- Special considerations when doing cross-border deals
- Developments in Delaware law relating to M&A deals
- The nuts and bolts of definitive agreements - representations and warranties, covenants, conditions and indemnification provisions
- How to launch or defend against a hostile deal or an activist hedge fund
Who should attend
The program is geared to attorneys in private practice or in-house corporate counsel who seek a practical overview of key issues that arise in the most common types of corporate transactions. This is a full overview of all the skills you need to structure a transaction, draft preliminary and definitive agreements and perform the appropriate due diligence.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Opening Remarks and Introduction
9:15 The Art of Deal Structuring
- Choosing a structure (merger, stock purchase, asset sale)
- The tender and exchange offer - benefits and traps for the unwary
- Bridging the valuation gap: using contingent value rights (CVRs)
- Special issues in cross-border M&A
Raymond O. Gietz, Louis L. Goldberg, Sarah Jones
10:45 Networking Break
11:00 Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors
- Confidentiality agreements
- The role of financial advisors and fairness opinions
- Effective auction techniques - from bid instruction to closing
James Ben, Igor Kirman, Kevin Miller
12:30 Lunch Break
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Negotiating Acquisition Agreements in Uncertain Times
- Representations, warranties, covenants, conditions, and indemnification
- Deal protection and deal jumping- lessons learned from the recent past
- Doing the private equity deal
Harsha G. Marti, Jane Morgan, Kelley D. Parker
3:15 Networking Break
3:30 It’s a Hostile World: Takeover Defense and Hostile Deals
- Strategies for bidder approaches and target responses
- Duties of directors in maintaining takeover defenses
- Shark repellants: Effective charter and bylaw provisions
- The pill is dead, long live the pill: New strategies in poison pills
- Case study on responding to a hostile bid
Stephen M. Kotran, Trevor S. Norwitz, Brandon Van Dyke
~ Managing Director, Head of Consumer M&A, Barclays Capital
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: firstname.lastname@example.org
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.