On-Demand   On-Demand Web Programs

Mergers & Acquisitions 2019: Advanced Trends and Developments

Released on: Jan. 18, 2019
Running Time: 11:10:53
Merger and acquisition activity has remained robust in 2018.  The ability to properly advise companies and their boards of directors and to effectively negotiate an M&A transaction requires detailed knowledge of the latest trends and developments affecting M&A. This program will help you stay up-to-date on M&A activity and cutting edge trends and developments regarding M&A litigation, appropriate board processes, the negotiation of key provisions in public company merger agreements, SEC disclosure matters and tax and other issues with important M&A implications. Panels of top industry professionals, a Justice of the Delaware Supreme Court, a member of the Delaware Court of Chancery, a Justice of the New York County Supreme Court, Commercial Division and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments.

Lecture Topics [Total time 11:10:53]

Segments with an asterisk (*) are available only with the purchase of the entire program.

  • Opening Remarks* [00:09:55]
    Kevin Miller
  • M&A Dealmaking - A Banker's View [00:59:29]
    Jennifer Muller, Youmna Salameh, Igor Kirman
  • Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities [01:58:22]
    Patricia O. Vella, Igor Kirman, William D. Regner, Daniel V. Schleifman, Hon. Collins J. Seitz, Jr.
  • Negotiating the Public Company Merger Agreement [01:29:45]
    Melissa Sawyer, Joel I. Greenberg, James R. Griffin
  • Federal Tax Considerations in M&A [01:29:54]
    Lewis R. Steinberg
  • Disclosure Matters and Other SEC Considerations in M&A [01:02:05]
    John K. Hughes, Tiffany Posil
  • State of Delaware Corporate Law: Where is it Going? [01:29:45]
    Steven M. Haas, T. Brad Davey, Joel Friedlander, Charles R. Korsmo, Hon. J. Travis Laster
  • M&A Litigation Developments [01:31:43]
    A. Thompson Bayliss, Charles W. Cox, Joel Friedlander, Meredith Kotler, Hon. Barry Ostrager, Blake Rohrbacher, Hon. Collins J. Seitz, Jr., Susanna M. Buergel
  • Ethical Traps for the M&A Practitioner [00:59:54]
    James Q. Walker

The purchase price of this Web Program includes the following articles from the Course Handbook available online:

  • COMPLETE COURSE HANDBOOK
  • The Role of Financial Advisors
    Kevin Miller
  • Mergers & Acquisitions: A Delaware Checklist (February 20, 2018)
    Patricia O. Vella
  • Takeover Law and Practice (April 2018)
    Igor Kirman
  • American Bar Association, Private Target Mergers & Acquisitions Deal Points Study (Including Transactions from 2016 and H1 2017) (December 22, 2017)
    James R. Griffin
  • Alston & Bird LLP, Federal Tax Advisory, Cash Deals Abound (September 4, 2018)
    Kevin Miller
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Shareholder Proposals: Staff Legal Bulletin No. 14J (CF) (October 23, 2018)
    Kevin Miller
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Proxy Rules and Schedules 14A/14C: Questions and Answers of General Applicability (July 31, 2018)
    Kevin Miller
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Cross-Border Exemptions (October 17, 2018)
    Kevin Miller
  • U.S. Securities and Exchange Commission, Press Release, Elon Musk Settles SEC Fraud Charges; Tesla Charged with and Resolves Securities Law Charge (September 29, 2018)
    Kevin Miller
  • Coercion and Disclosure Violations under Corwin
    Steven M. Haas
  • Confronting the El Paso Problem
    Joel Friedlander
  • Ethical Traps for the M&A Practitioner (January 11, 2019)
    James Q. Walker

Presentation Material

  • M&A 2019 - Advanced Trends and Developments
    Kevin Miller
  • Current Landscape of the Market
    Jennifer Muller, Youmna Salameh
  • Shareholder Activism: State of Play
    Igor Kirman
  • Negotiating the Public Company Merger Agreement
    Joel I. Greenberg, James R. Griffin, Melissa Sawyer
  • Basic Federal Income Tax Aspects of M&A
    Lewis R. Steinberg
  • Case: SEC v. ELON MUSK
    John K. Hughes, Tiffany Posil
  • Case: SEC v. TESLA, INC.
    John K. Hughes, Tiffany Posil
  • FP RESOURCES USA INC. and LOBSTER POINT HOLDINGS LIMITED
    John K. Hughes, Tiffany Posil
  • Genesis Associates Limited Partnership
    John K. Hughes, Tiffany Posil
  • The State of Delaware Corporate Law: Where is it Going?
    Steven M. Haas
  • Trends in Appraisal
    Charles R. Korsmo
  • M&A Litigation Developments (2019)
    A. Thompson Bayliss, Susanna M. Buergel, Charles W. Cox, Joel Friedlander, Meredith Kotler, Hon. Barry Ostrager, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.
  • Ethical Traps for the M&A Practitioner
    James Q. Walker
Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton Andrews Kurth LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
Speaker(s)
Susanna M. Buergel ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Joel I. Greenberg ~ Arnold & Porter
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Charles R. Korsmo ~ Professor of Law, Case Western Reserve University School of Law
Meredith Kotler ~ Cleary Gottlieb Steen & Hamilton LLP
Hon. J. Travis Laster ~ Vice Chancellor, Delaware Court of Chancery
Jennifer Muller ~ Managing Director, Houlihan Lokey
Hon. Barry Ostrager ~ Justice, New York County Supreme Court, Commercial Division
Tiffany Posil ~ Hogan Lovells US LLP
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
Youmna Salameh ~ Houlihan Lokey
Daniel V. Schleifman ~ Managing Director, Investment Banking and Capital Markets, Chair - Investment Banking Committee (Advisory), Credit Suisse Securities (USA) LLC
Hon. Collins J. Seitz, Jr. ~ Justice, Supreme Court of Delaware
Lewis R. Steinberg ~ Managing Director, Head of Structured Solutions, Mergers & Acquisitions, Global Corporate and Investment Bank, Bank of America Merrill Lynch
James Q. Walker ~ Richards Kibbe & Orbe LLP
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.


U.S. MCLE States

Alabama:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

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 on-demand web programs 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 on-demand web programs are not approved for Arkansas CLE credit.

California:  PLI’s on-demand web programs 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 on-demand web programs qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period, no more than 6 of which may be audio-only.

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 on-demand web programs 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 on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

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 on-demand web programs qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

Iowa:  PLI’s on-demand web programs qualify as “unmoderated” credit. Attorneys are limited to 6 credits of unmoderated programs per reporting period.

Kansas:  PLI’s on-demand web programs qualify as “prerecorded” credit. Attorneys are limited to 6 credits of prerecorded programs per reporting period.

Kentucky:  PLI’s on-demand web programs qualify as “non-live” credit. Attorneys are limited to 6 non-live credits per reporting period.

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

Maine:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5.5 credits of self-study per reporting period.

Minnesota:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 15 on-demand credits per reporting period.

Mississippi:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

Montana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5 credits of self-study per reporting period.

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

Nevada:  PLI’s on-demand web programs qualify as “self-study” credit. There is no limit to the number of credits an attorney can earn via self-study programs.

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 on-demand web programs 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 on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

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 on-demand web programs can be used to fulfill the requirements for New York newly admitted attorneys. Only professional practice and law practice management credits may be earned via transitional on-demand web programs. Ethics and skills credits may not be earned via on-demand web programs.

North Carolina:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

North Dakota:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

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

Oklahoma:  PLI’s on-demand web programs qualify as “online, on-demand” credit. Attorneys are limited to 6 credits of online, on-demand programs per reporting period.

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 on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

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

Rhode Island:  PLI’s on-demand web programs qualify as “video replay” credit. Attorneys are limited to 6 video replay credits per reporting period.

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

Tennessee:  PLI’s on-demand web programs 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 on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 10 credits of self-study per reporting period.

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 on-demand web programs qualify as “pre-recorded” credit. Attorneys are limited to 8 credits of pre-recorded programs per reporting period.

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

West Virginia:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s on-demand web programs qualify as “repeated, on-demand” credit. Attorneys are limited to 15 credits of repeated, on-demand programs per reporting period. No ethics credits can be earned via on-demand web programs.

Wyoming:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s on-demand web programs are not eligible for CPD-BC credit unless viewed with at least one other attorney or an articled student. In this case, the credit must be recorded as a “study group.”

Ontario (CPD-ON):  PLI’s on-demand web programs qualify as “recorded” credit. If viewed without a colleague, attorneys are limited to 6 credits of recorded programs per year. If viewed with at least one colleague, there is no limit to the number of credits that can be earned via recorded programs.

Quebec (CPD-QC):  PLI’s on-demand web programs can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s on-demand web programs are not approved for CPD-HK credit.

United Kingdom (CPD-UK):  PLI’s on-demand web programs can fulfill the United Kingdom’s CPD requirements.

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

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s on-demand web programs may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA):  Select on-demand web programs qualify as the “QAS Self-Study” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s on-demand web programs 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 on-demand web programs 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 on-demand web programs may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s on-demand web programs may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s on-demand web programs qualify as "self-paced" credit. SHRM professionals are limited to 30 credits of self-paced programs per recertification period.

Compliance Certification Board (CCB):  PLI’s on-demand web programs qualify as “self-study” credit. Candidates are limited to 10 self-study credits per 12-month period, and certification holders are limited to 20 self-study credits per 2-year renewal period.

Certified Anti-Money Laundering Specialists Certification (CAMS):  PLI’s on-demand web programs are not approved for CAMS credit.

New York State Social Worker Continuing Education (SW CPE):  PLI’s on-demand web programs are not approved for SW CPE credit.

American Bankers Association Professional Certification (ABA):  PLI’s on-demand web programs may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s on-demand web programs are not approved for CFP credit.

 

Share
Email

  • FOLLOW PLI:
  • twitter
  • LinkedIn
  • YouTube
  • RSS

All Contents Copyright © 1996-2019 Practising Law Institute. Continuing Legal Education since 1933.

© 2019 PLI PRACTISING LAW INSTITUTE. All rights reserved. The PLI logo is a service mark of PLI.