Seminar  Program

Mergers & Acquisitions 2018: Advanced Trends and Developments


Select a Location:

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ 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 (at 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 rate code PLII. You can also Book Online- Kimpton.

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. You can also book online.

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:  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 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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ 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:  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 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 “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional 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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ Senior Program Attorney, Practising Law Institute
Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282

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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ 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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ Senior Program Attorney, Practising Law Institute
Cleveland Groupcast Location

The Cleveland Metropolitan Bar Association, 1375 E. 9th Street – Floor 2, Cleveland, Ohio 44114. 216-696-2404.

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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ 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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ Senior Program Attorney, Practising Law Institute

Pittsburgh Groupcast Location

Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania 15222-2517. (412) 802-2300. Click Here for Directions

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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ Senior Program Attorney, Practising Law Institute
Boston Groupcast Location

Massachusetts CLE, 10 Winter Place, Boston, Massachusetts 02100. (617) 350-7006.

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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ Senior Program Attorney, Practising Law Institute

Philadelphia Groupcast Location

Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) 932-4637. Click here for directions.

Philadelphia Groupcast Hotel Accommodations

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

Marriott Residence Inn

Ritz Carlton

Loews Philadelphia

Philadelphia Marriott Downtown

Hilton Garden Inn

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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Why You Should Attend

Merger and acquisition activity has remained robust in 2017.  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 topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

What You Will Learn

• The outlook for mergers and acquisitions in 2018

• How to analyze and negotiate key provisions of a merger agreement

• How to best advise a board of directors in the current M&A environment

• The impact of recent Delaware decisions on standards for assessing board behavior in the context of a sale of a company, the settlement or dismissal of deal litigation and statutory appraisal proceedings

• The latest tax trends and developments affecting M&A transactions

• The latest developments in disclosure requirements affecting the deal environment and much, much more…

Who Should Attend

Attorneys who counsel companies (both inside and outside counsel), corporate board members, investment bankers and advisors to other M&A participants. This program will presume a general familiarity with M&A issues and is intended for intermediate to advanced professionals looking to hone their skills.

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. - 4:45 p.m.

9:00 Opening Remarks
Kevin Miller

9:15 M&A Dealmaking - A Banker's View
  • A review of 2017 deal activity
  • Key trends and developments
  • The outlook for mergers and acquisitions in 2018
Christina Mohr, Muir Paterson

10:15 Networking Break

10:30 Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities
  • Responding to takeover approaches
  • Deciding whether to conduct a pre-signing market check
  • Structuring a sale process
  • Advising buy-side boards
  • Identifying and responding to conflicts of interest

Moderator: Steven M. Haas

Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella

12:30 Lunch

1:30 Negotiating the Public Company Merger Agreement
  • Interloper risk allocation
  • Financing risk allocation
  • Regulatory risk allocation
  • MAE risk allocation
  • Appraisal risk allocation
  • Shareholder litigation risk allocation
  • Merger consideration value risk allocation in stock-for-stock deals
  • Social arrangements in mergers-of-equals

Moderator: Melissa Sawyer

Joel I. Greenberg, James R. Griffin

3:00 Networking Break

3:15 Federal Tax Considerations in M&A
  • Taxable acquisitions
  • Tax-free reorganizations
  • Inversions
  • Spin-offs and split-offs, including "Morris Trust" and "Reverse Morris Trust" transactions
  • Section 382 and NOL rights plans
(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)
Stuart M. Finkelstein

4:45 Adjourn

Day Two: 9:00 a.m. - 3:30 p.m.

9:00 Disclosure Matters and Other SEC Considerations in M&A
  • Pre-transaction disclosure issues, including Section 13(d) issues
  • Tender offer and merger structures
  • Shareholder communications and the proxy and tender rules
  • Non-GAAP financial measures
  • Special issues in stock mergers and exchange offers

Moderator: David M. Schwartzbaum

Elizabeth A. Cooper, Ted Yu

10:00 Networking Break

10:15 Appraisal Developments
  • The rise of appraisal arbitrage
  • Statutory responses
  • Interplay between appraisal and fiduciary duty litigation
  • Chancery Court rulings including Dell, DFC Global, PetSmart, SWS and Sprint
  • Supreme Court rulings in DFC Global and Dell
  • Selected issues
    • Strategic buyer v. financial sponsor
    • Synergies

Moderator: John K. Hughes

Charles W. Cox, T. Brad Davey, Richard De Rose, Joel Friedlander, Eric Talley

11:45 Lunch

12:45 M&A Litigation Developments
  • The new federal twist to M&A litigation
  • Where will Corwin and MFW spread next?
  • The rise in partial settlements
  • What is a "fairer price"?
  • Issues relating to high-vote and no-vote stock
  • The challenge of obtaining specific performance

Moderator: A. Thompson Bayliss

Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz, Jr.

2:15 Networking Break

2:30 Ethical Traps for the M&A Practitioner
  • Ethical duties to prospective M&A Clients
  • Understanding who is the client in M&A transactions
  • Candor with the client – the duty to disclose drafting or due diligence errors.
  • Candor with adversaries – ethical duties during negotiations
  • The Common Interest Doctrine: Ambac and Implications for M&A transactions
James Q. Walker

3:30 Adjourn

Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Elizabeth A. Cooper ~ Simpson Thacher & Bartlett LLP
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
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
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
Program Attorney(s)
Lauren E. Nochta ~ 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:  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 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 “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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.

 

Related Items

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Handbook  Course Handbook Archive

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Mergers & Acquisitions 2017: Advanced Trends and Developments Kevin Miller, Alston & Bird LLP
 
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