Mergers & Acquisitions 2009: Trends and Developments

Overview

Why You Should Attend

The environment for mergers and acquisitions has been significantly altered by the credit crunch that began in the latter part of 2007. This credit crunch has had a profound impact on the terms upon which transactions are now being consummated. It has also led to an influx of foreign buyers and distressed opportunities.

The new climate presents new challenges for M&A practitioners, making it critical to stay abreast of the latest developments and trends. During this two-day program, a team of top deal lawyers and investment bankers will walk you through each step in structuring, negotiating and closing a transaction, with an emphasis on the latest trends.

What You Will Learn

• How to structure an acquisition
• The latest trends in deal protection, financing conditions and “mac” outs
• The impact on deals of foreign buyers and strategic buyers
• Alternatives for financing
• How to advise a board of directors
• Tax considerations
• What to look for in due diligence
• How to navigate the regulatory landscape
• 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

Who Should Attend

Attorneys who counsel corporations (both inside and outside), and their board members, investment bankers and litigators in the M&A area.

Special Features

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. This year you can earn one full hour of ethics credit with our new “Ethical Traps for the M&A Practitioner Segment.”

Live Webcast

Simultaneous live webcast of the New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount.  For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Schedule

Please plan to arrive with enough time to register before the conference begins. A continental breakfast will be available upon your arrival.

Day One: 9:00 a.m. - 5:30 p.m.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00  Chairman’s Overview of the Hypothetical Transaction

R. Goldberg

9:15  Investment Banking Considerations

• Deal trends
• Valuation of the transaction
• Structuring of the transaction
• Negotiating
• Forms of consideration
• Balancing the interests of buyer and seller

S. Greene

10:15  Federal Tax Considerations

• Taxable vs. nontaxable transactions
• Partially taxable transactions
• Stock for stock exchanges
• Asset vs. stock acquisitions
• Effects of differing forms of consideration
• Basis of assets acquired
• Deductibility of borrowing transactional expenses
• Carryover of tax characteristics
• Tax due diligence

S. Finkelstein

11:15  Break

11:30  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

J. Walker

12:30  Lunch Break

Afternoon Session: 1:15 p.m. - 5:30 p.m.

1:15  Advising the Board of Directors

• Directors fiduciary duties
• Business Judgment Rule
• Reliance upon third-party advisors and fairness opinions
• Need for special committees
• Considerations applicable to financially distressed companies

C. Ball

2:15  Legal Issues Involved in Financing the Transaction

• Negotiating loan agreements, bank financing and private placements
• Subordination and other intercreditor issues
• Fraudulent conveyance concerns
• Covenant negotiations

D. Morse

3:15  Break

3:30  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

E. Simonson

4:30  Role Playing - Board of Directors Meeting

C. Ball, R. Goldberg, S. Greene, E. Simonson, J. Walker

5:30  End of Day One

Second Day: 9:00 a.m. - 4:30 p.m.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  State and Local Tax Considerations Affecting the Transaction

Identification and analysis of state and local tax considerations, including due diligence issues, the tax treatment of the transaction and planning for the post-transaction treatment of combined businesses. Taxes addressed include: 

• Corporate and personal income taxes
• Sales taxes
• Bulk sales rules
• Various transfer and excise taxes

C. Lee

10:00  Deal Protections

• Break-up fees
• No-shop and “go shop” provisions
• Force the vote provisions
• Matching/ topping provisions
• Voting agreements

D. Winokur

11:00  Break

11:15  Financing the Transaction

• Determining appropriate form and mix of financing, i.e., leveraged, senior unsecured, senior subordinated debt, equity
• Covenant negotiations
• Costs of financing 
• Closing conditions
• Fairness opinions

J. Knee

12:15  Lunch Break

Afternoon Session: 1:15 p.m. - 4:30 p.m.

1:15  Negotiating the Purchase Agreement 

• Representations and warranties
•  Covenants
• Indemnification issues - allocation of risks 
• MAC clauses
• Legal opinion issues

R. Goldberg

2:15  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
• Registration issues when securities are the consideration
• Sarbanes-Oxley related issues

S. Camahort

3:15  Break

3:30  Role Playing - Negotiating the Purchase Agreement

R. Goldberg, B. Kraus

4:30  Adjourn

Faculty

Chairperson(s)

Richard A. Goldberg, Dechert LLP

Speaker(s)

Corinne Ball, Jones Day
Steve L. Camahort, Shearman & Sterling LLP
Stuart M. Finkelstein, Skadden, Arps, Slate, Meagher & Flom LLP
Stephen Greene, Senior Managing Director, Eureka Capital Markets LLC
Jonathan A. Knee, Senior Managing Director, Director of Media Program Columbia Business School, Evercore Partners
Bruce R. Kraus, Counsel to the Director of Division of Risk, Strategy, and Financial Innovation, U.S. Securities and Exhange Commission
Carolyn Joy Lee, Jones Day
David W. Morse, Otterbourg, Steindler, Houston & Rosen, P.C.
Eric Simonson, K&L Gates LLP
James Q. Walker, Richards Kibbe & Orbe LLP
Derek M. Winokur, Dechert LLP

Program Attorney(s)

Lauren Esposito, Practising Law Institute

CLE Credit

Travel Information

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

Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.

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 N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field 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: res.ny@warwickhotels.com