Why you should attend
Business separation transactions represented over 40% of all M&A transactions in 2011. An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale. But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them? This program will provide an in-depth perspective on the factors that drive the recent trend towards business disaggregation, the fiduciary duties of directors in considering and approving spin-offs, and the latest developments in the complex requirements that apply to spin-offs under federal securities and tax laws. In addition, emphasis will be given to practical obstacles and pitfalls in structuring and executing spin-offs, such as those arising in connection with contracts, intellectual property and employee benefits.
What you will learn
- Different spin-off architectures
- Strategic and other factors motivating companies to spin off business units
- What directors need to do in order to comply with their fiduciary duties when considering and approving spin-offs
- Recent developments in structuring spin-offs that are tax-free and exempt from Securities Act registration
- How to navigate vexing business separation issues, such as transitioning of personnel and related compensation issues, fraudulent conveyance, anti-assignment clauses in contracts and allocation of intellectual property.
Who should attend
This program is geared to attorneys in private practice, in-house counsel and other business professionals who seek to understand spin-off transactions and their structuring and execution from a practical perspective.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 The Decision to Separate
- Business and financial factors - synergies and costs
- Activist investors as a catalyst
- Using different separation architectures for particular objectives
- Fiduciary duties of directors and the role of advisers
- Fraudulent conveyance/insolvency concerns
Lisa M. Schweitzer, Jodi A. Simala, Christopher J. Ventresca
10:00 Designing the Spin-off
- Securities law requirements
- Accounting and reporting issues
- Tax considerations and requirements
Nicole J. Pinder, Eric L. Schiele, T. Eiko Stange
11:15 Networking Break
11:30 Executing the Spin-off: Special Issues
- Navigating debt covenants and contracts
- Intellectual property - avoiding traps for the unwary
- Treatment of employees and compensation
Howard Adler, Daniel Ilan, Paul J. Shim
12:30 Program Adjourns
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
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