Seminar  Program

Acquiring or Selling the Privately Held Company 2018


Select a Location:

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
Brian C. Miner

9:15 General Business Considerations in Private Acquisitions or Sales

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

Kevin Iudicello



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Michael S. Dorf



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

Stephen Salmon



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Steven E. Klein



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

Catharina Y. Min

Intellectual Property
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.
  • Closing and post-closing issues

Joseph Yang



3:15 Networking Break




3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Heather M. Sager

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

Michael T. Frank



5:00 Adjourn

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

9:00 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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

Ari Lanin



9:45 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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
(Skills credit for NY attorneys)

Adam B. Cohen, Brian C. Miner



11:15 Networking Break

11:30 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)

(Skills credit for NY attorneys)

Adam B. Cohen, Brian C. Miner



12:45 Lunch

1:45 Indemnification Issues

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
  • Symmetry

Brian C. Miner



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Sarah P. Payne

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Katherine L. Henderson



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Nina L. Flax



5:00 Adjourn

Chairperson(s)
Brian C. Miner ~ Fried Frank Harris Shriver & Jacobson LLP
Speaker(s)
Adam B. Cohen ~ Fried Frank Harris Shriver & Jacobson LLP
Michael S. Dorf ~ Shearman & Sterling LLP
Nina L. Flax ~ Mayer Brown LLP
Michael T. Frank ~ Hogan Lovells US LLP
Katherine L. Henderson ~ Wilson Sonsini Goodrich & Rosati
Kevin Iudicello ~ Managing Director, Technology Investment Banking, Pagemill Partners, a Duff & Phelps Business
Steven E. Klein ~ Senior Vice President, FINPRO - Transactional Risk Practice, Marsh Risk & Insurance Services
Ari Lanin ~ Gibson, Dunn & Crutcher LLP
Catharina Y. Min ~ Covington & Burling LLP
Sarah P. Payne ~ Sullivan & Cromwell LLP
Heather M. Sager ~ Vedder Price P.C.
Stephen Salmon ~ Davis Polk & Wardwell LLP
Joseph Yang ~ PatentEsque Law Group, LLP
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni 2018.

Due to high demand we recommend reserving hotel rooms as early as possible.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
Brian C. Miner

9:15 General Business Considerations in Private Acquisitions or Sales

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

Kevin Iudicello



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Michael S. Dorf



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

Stephen Salmon



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Steven E. Klein



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

Catharina Y. Min

Intellectual Property
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.
  • Closing and post-closing issues

Joseph Yang



3:15 Networking Break




3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Heather M. Sager

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

Michael T. Frank



5:00 Adjourn

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

9:00 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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

Ari Lanin



9:45 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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
(Skills credit for NY attorneys)

Adam B. Cohen, Brian C. Miner



11:15 Networking Break

11:30 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)

(Skills credit for NY attorneys)

Adam B. Cohen, Brian C. Miner



12:45 Lunch

1:45 Indemnification Issues

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
  • Symmetry

Brian C. Miner



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Sarah P. Payne

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Katherine L. Henderson



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Nina L. Flax



5:00 Adjourn

Chairperson(s)
Brian C. Miner ~ Fried Frank Harris Shriver & Jacobson LLP
Speaker(s)
Adam B. Cohen ~ Fried Frank Harris Shriver & Jacobson LLP
Michael S. Dorf ~ Shearman & Sterling LLP
Nina L. Flax ~ Mayer Brown LLP
Michael T. Frank ~ Hogan Lovells US LLP
Katherine L. Henderson ~ Wilson Sonsini Goodrich & Rosati
Kevin Iudicello ~ Managing Director, Technology Investment Banking, Pagemill Partners, a Duff & Phelps Business
Steven E. Klein ~ Senior Vice President, FINPRO - Transactional Risk Practice, Marsh Risk & Insurance Services
Ari Lanin ~ Gibson, Dunn & Crutcher LLP
Catharina Y. Min ~ Covington & Burling LLP
Sarah P. Payne ~ Sullivan & Cromwell LLP
Heather M. Sager ~ Vedder Price P.C.
Stephen Salmon ~ Davis Polk & Wardwell LLP
Joseph Yang ~ PatentEsque Law Group, LLP
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 8 credits of distance education programs per reporting period.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
Michael P. Lee

9:15 General Business Considerations in Private Acquisitions or Sales

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

John J. Herrold



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Alexander B. Young



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

Jason D. Osborn



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Daniel Schoenberg



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

Kimberly A. deBeers, Hugo Dubovoy

Intellectual Property
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Marcelo Halpern



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Bryan M. O'Keefe

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

Philip L. Mowery



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Oscar A. David, Michael P. Lee



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Oscar A. David, Michael P. Lee

12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Pran Jha

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

Brent E. Williams



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Richard S. Radnay

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Elizabeth Kitslaar



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Jodi A. Simala

 



5:00 Adjourn

Chairperson(s)
Michael P. Lee ~ Reed Smith LLP
Speaker(s)
Oscar A. David ~ Winston & Strawn LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Marcelo Halpern ~ Perkins Coie LLP
John J. Herrold ~ Executive Director, Global Mergers & Acquisitions, J.P. Morgan
Pran Jha ~ Sidley Austin LLP
Elizabeth Kitslaar ~ Jones Day
Philip L. Mowery ~ Vedder Price P.C.
Bryan M. O'Keefe ~ Kirkland & Ellis LLP
Jason D. Osborn ~ Winston & Strawn LLP
Richard S. Radnay ~ Paul Hastings LLP
Daniel Schoenberg ~ Managing Director, Aon Transaction Solutions, Aon Risk Services Northeast, Inc.
Jodi A. Simala ~ Mayer Brown LLP
Brent E. Williams ~ K&L Gates LLP
Alexander B. Young ~ Schiff Hardin LLP
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

Chicago Seminar Location

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

Hotel Accommodation

Intercontinental Hotel Chicago, 505 N. Michigan Avenue, Chicago, IL 60611. (312) 944-4100. Please contact the hotel directly for the preferred rate and mention Practising Law Institute or Corporate ID 100312169.  You may also book online at PRACTISING LAW INSTITUTE.    Please note that the rate is a corporate and not a group rate. 

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group
Michael S. Sackheim ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
William B. Sorabella ~ Kirkland & Ellis LLP
Benjamin E. Wallace ~ Managing Director, Global Mergers & Acquisitions, J.P. Morgan
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. In addition, you can book online at PLI Millennium Hotel .

 Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group
Michael S. Sackheim ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
William B. Sorabella ~ Kirkland & Ellis LLP
Benjamin E. Wallace ~ Managing Director, Global Mergers & Acquisitions, J.P. Morgan
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 8 credits of distance education programs per reporting period.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group
Michael S. Sackheim ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
William B. Sorabella ~ Kirkland & Ellis LLP
Benjamin E. Wallace ~ Managing Director, Global Mergers & Acquisitions, J.P. Morgan
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance education” credit. Attorneys are limited to 8 credits of distance education programs per reporting period.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group
Michael S. Sackheim ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
William B. Sorabella ~ Kirkland & Ellis LLP
Benjamin E. Wallace ~ Managing Director, Global Mergers & Acquisitions, J.P. Morgan
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
Atlanta Groupcast Location

Atlanta Bar Association, 400 International Tower, 229 Peachtree Street, NE, Atlanta, GA 30303-1601. (404) 521-0781.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance education” credit. Attorneys are limited to 8 credits of distance education programs per reporting period.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group
Michael S. Sackheim ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Douglas T. Schwarz ~ Morgan, Lewis & Bockius LLP
William B. Sorabella ~ Kirkland & Ellis LLP
Benjamin E. Wallace ~ Managing Director, Global Mergers & Acquisitions, J.P. Morgan
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance education” credit. Attorneys are limited to 8 credits of distance education programs per reporting period.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Topics Include

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
    – Employee benefits
    – Labor and employment
    – Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Special Feature

• Earn one hour of Ethics credit

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.


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.

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

9:00 Opening Remarks
David W. Pollak

9:15 General Business Considerations in Private Acquisitions or Sales

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

Benjamin E. Wallace



10:00 Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales
  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues

Joseph A. Castelluccio



10:45 Networking Break

11:00 Dealing with Financial Sponsors of Privately Held Companies

A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

  • Financing commitments
  • Capital structure
  • Management equity participation
  • The effects of a finite fund life on indemnification

David Leinwand



11:45 Representations and Warranties Insurance for Private Acquisitions or Sales
  • Understanding when you need it
  • Determining what it should, and shouldn’t, cover
  • Buy-Side vs. Sell-Side

Joseph Ehrlich

     



12:30 Lunch

1:45 Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

International Aspects

  • Special diligence concerns, including FCPA, AML, tax and labor issues
  • Structuring to acquire (and perhaps later sell) a non-U.S. company
  • Common drafting pitfalls when non-U.S. laws govern part or all of a deal
  • Dispute settlement alternatives in the cross-border context
  • Execution formalities in certain jurisdictions and why they matter

 Kimberly A. deBeers, Hugo Dobovoy

Intellectual Property and Data Privacy
A discussion of issues specific to intellectual property:

  • Preliminary steps – the IP audit
  • Conducting IP diligence
  • Issues based on the type of IP and data protection (including GDPR)
  • Data privacy compliance issues
  • Representations and warranties
  • Covenants and closing conditions
  • Sale of a division, spin-off, etc.

Sayoko Blodgett-Ford



3:15 Networking Break

3:30 Specialty Areas: Labor and Employment / Employee Benefits (continued)

Labor and Employment

  • Key employment/labor differences in stock vs. asset transactions
  • Business restructuring: discrimination issues, severance pay, and waivers/releases
  • Contracts, non-compete agreements, and employee benefits
  • Union issues
  • WARN notice issues
  • Risks/Liabilities – what to watch for

Douglas T. Schwarz

Employee Benefits

  • Identifying ERISA liabilities
  • Integrating seller’s and buyer’s plans
  • Transferring plan assets
  • Utilizing surplus plan assets; ESOPs

J. Mark Poerio



5:00 Adjourn

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

9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement
  • Analysis of form of agreement and principal sections from both the buyer’s and seller’s perspectives
  • 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

Jack S. Bodner, David W. Pollak



10:30 Networking Break

10:45 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued)
Jack S. Bodner, David W. Pollak



12:00 Lunch

1:00 Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Indemnification Issues
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
  • Symmetry

Jennifer L. Chu

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
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella



2:30 Networking Break

2:45 Earn-outs and Fiduciary Duties in Private Transactions

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:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III



4:00 Ethics in Negotiating and Documenting Private Transactions
  • Understanding who the client is and addressing recurring conflicts of interest
  • Candor in negotiations: advocacy, deceit and fairness
  • Disclosing confidences and secrets
  • Inadvertently disclosed information
  • Communicating with represented parties
  • Recording phone calls or meetings

Michael S. Sackheim

 



5:00 Adjourn

Chairperson(s)
David W. Pollak ~ Morgan, Lewis & Bockius LLP
Speaker(s)
Sayoko Blodgett-Ford ~ GTC Law Group PC and Affiliates
Jack S. Bodner ~ Covington & Burling LLP
Joseph A. Castelluccio ~ Mayer Brown LLP
Jennifer L. Chu ~ Debevoise & Plimpton LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Joseph Ehrlich ~ Executive Vice President and Principal, Owens Group Insurance
David Leinwand ~ Cleary Gottlieb Steen & Hamilton LLP
Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
J. Mark Poerio ~ The Wagner Law Group