Acquiring or Selling the Privately Held Company 2009

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

An experienced faculty will examine, in detail, from both the buyer's and the seller's perspective, the significant issues that arise in the acquisition or sale of privately held companies, ranging in size and type from large independent corporations, to divisions or subsidiaries of large public companies, to smaller venture capital-backed or family-owned entrepreneurial enterprises.

What You Will Learn

• Develop successful negotiation strategies and tactics during a mock negotiation
• Negotiate the terms of an acquisition agreement, including the representations and warranties, conditions and indemnification provisions
• Organize the sale process
• Use letters of intent to maximize strategic advantage
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
  - Environmental
  - Intellectual property
  - Tax
  - Employee benefits
• Structure and negotiate the critical risk allocation provisions
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders
• Structure and negotiate earn-outs 

Special Features

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

First Day: 9:00 a.m. - 5:00 p.m.

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

9:00  Program Overview

John F. Seegal 

9:15  General Business Considerations

Brief summary of the financial and business considerations applicable to the acquisition or sale of a privately held company, including valuation analysis, the art and science of the sale process, the role of a financial adviser and financing issues.

Theodore B. Polk

10:15  Letters of Intent and Other Preliminary Considerations

The elements and purposes of a letter of intent; advantages and disadvantages in using one; impact on negotiating strategy and bargaining leverage, as well as other early deal considerations and planning issues.

Michael A. Ellis

11:15  Break

11:30  Tax Considerations

Taxable versus tax-free transactions; alternative forms of tax-free reorganization; tax basis in assets acquired; tax aspects of deferred consideration and incentive compensation; imputed interest rules.

Jeffrey C. Wagner

12:30  Lunch Break

Afternoon Session: 1:45 p.m. - 5:00 p.m.

1:45  Employee Benefits

Identifying ERISA liabilities; integrating seller's and buyer's plans; transferring plan assets; utilizing surplus plan assets; ESOPs.

Philip L. Mowery

2:45  Break

3:00  Intellectual Property

Review of principal intellectual property issues (patents, trademarks, copyrights, trade secrets, and other proprietary information and know-how).

Jeffery S. Norman

4:00  Environmental Issues

The special problems of potential environmental liabilities: discussion of RCRA, CERCLA and state liability for hazardous waste discharge and disposal; state law inspection requirements; key drafting issues.

Philip L. Comella

5:00  Adjourn

Second Day: 9:00 a.m. - 5:00 p.m.

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

9:00  Mock Negotiation and Analysis of Form of Acquisition Agreement, Part 1

Analysis of form of agreement and principal sections from both buyer's and seller's perspective; representations and warranties, conduct of business prior to closing, conditions precedent to closing, seller's disclosure schedules, key differences between stock and assets purchase agreements.

Robert F. Wall

10:00  Mock Negotiation and Analysis of Form of Acquisition Agreement, Part 2

11:00  Break

11:15  Mock Negotiation and Analysis of Form of Acquisition Agreement, Part 3

12:15  Lunch Break

Afternoon Session: 1:45 p.m. - 5:00 p.m.

1:45  Indemnification

Techniques and issues in negotiating indemnification provisions; "baskets," "caps," partial indemnification, "sandbagging," survival of warranties, control of defense of claims, director protective provisions, exclusive or nonexclusive remedy, reciprocity and symmetry.

John F. Seegal

2:45  Break

3:00  Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies

The key issues to address when acquiring or selling divisions or subsidiaries of larger companies, including the need for separate financial statements; allocation issues regarding shared use of assets, facilities and services; identification of direct or indirect parent company role in division or subsidiary business success (including recruiting of key executives, generation of business, financing growth, etc.); insurance.

Maryann A. Waryjas

4:00  Fiduciary Duties of Directors and Majority Shareholders

A discussion of the fiduciary duties of directors and majority shareholders in an acquisition or sale transaction, including the professional responsibilities of counsel.

Robert F. Wall

Structuring and Negotiating Earn-Outs
The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction.

Maryann A. Waryjas

5:00  Adjourn

Faculty

Chairperson(s)

Speaker(s)

Program Attorney(s)

CLE Credit

Travel Information

Chicago Seminar Location

University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.

Chicago Hotel Accommodations

Omni Hotel Chicago, 676 N. Michigan Avenue, Chicago, IL 60611. Please contact the hotel directly at 1-800-THE-OMNI or (312) 944-6664. When calling, mention PLI and the name of the program you are attending.

Click this Omni Hotel Chicago link to facilitate the reservation process. You will be directed to the property's customized reservation page for this program.