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M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

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From the program: M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

Released on: Oct. 26, 2016

Taken from the briefing M&A Hot Topic:  Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions recorded October, 2016 in New York. M&A activity continues to be robust with many mega deals expected through the end of 2016 and into 2017. With the volume and size of transaction activity increasing, it is imperative for buyers and sellers to approach the negotiating table understanding the potential for disputes after ...

M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

Transcripts  Transcripts    

Recorded on: Oct. 26, 2016

AMY: It is now my pleasure to turn this briefing over to Zach Snickles. ZACHARY SNICKLES: Thank you so much, Amy, and thank you everyone for joining. We really appreciate the opportunity. We pulled together this content because we see a lot of deal activity that we actually play a part in, and we think that this course will be very helpful for both the deal attorneys who are writing up the agreements, companies who deal a lot in M&A, as well as some ...

Spin-offs 2017

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From the program: Spin-offs 2017

Released on: Mar. 1, 2017

Spin-offs are front page news right now. An increasing number of global M&A transactions take the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  Spin-offs 2017 will provide an in-depth look at:  the factors that drive the recent trend towards ...

Variations on the Spin-off

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

SPEAKER 1: All right. So we're going to jump right in then to our second session-- Separation Alternatives. Our panel for this session, starting to my immediate left, Phil D'Ambrosio. Phil is the senior vice president of tax and treasury at the Madison Square Garden Company with responsibility for all company tax matters and treasury matters. Phil previously worked at Cablevision, where he was the senior vice president of tax. He worked on Cablevision's ...

Spin-offs: The Decision to Separate

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

MATTHEW SALERNO: Turning to our specific panel for today, we have three panels for you this morning. The first, on this panel, the decision to separate. Why do companies pursue spin-offs? What are the key drivers for that decision? How should directors of companies pursuing spin-offs think about their fiduciary duties in the context of a spin? How does it differ from an acquisition or a divestiture? How do you make sure that the spin-offs sticks ...

Hot Topics in Spin-Offs

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

MATTHEW SALERNO: Welcome back. We are now going to move into our final panel discussion of the day, spin-offs recent developments. I think we will hone in this segment on some of the tax issues that we talked about in separation alternatives. We're going to dive a little deeper into shareholder activism, which we covered a bit in the first session. And we'll also talk about some of the accounting issues that come up in the context of spin-offs with ...

Trump Administration’s Potential Impact on M&A

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Recorded on: Mar. 1, 2017

Taken from the briefing Trump Administration’s Potential Impact on M&A recorded February, 2017 in New York. With U.S. President Donald J. Trump now in office and Republicans in control of Congress, it’s time to take a serious look at the potential impact on M&A. Rising interest rates, lower taxes, free trade upheaval, deregulation, expanding national security review, shifting antitrust focus, and healthcare reform are all ...

Trump Administration’s Potential Impact on M&A

Transcripts  Transcripts    

Recorded on: Mar. 2, 2017

AMY TAUB: Today's speakers are partners from Dechert. They are Susan Hendrickson, Joshua Milgrim, Eric Siegel, Michael Weiner, and Jeremy Zucker. It is now my pleasure to turn this briefing over to Eric Siegel. ERIC S. SIEGEL: Thank you, Amy. Good afternoon, everyone. Thank you for joining us. My name is Eric Siegel and I'm a partner in the Corporate and Securities Practice Group at Dechert. This presentation will provide an overview of how M&A activity, ...

Doing Deals 2017: The Art of M&A Transactional Practice

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From the program: Doing Deals 2017: The Art of M&A Transactional Practice

Released on: Mar. 15, 2017

The M&A market has seen a flurry of activity in 2016.  In addition to the continued high volumes, the market has also seen a number of hostile deals, creative deal structures, spin-offs and a high level of shareholder activist campaigns. The year also saw a record amount of signed deals unwound prior to closing due to regulatory or other issues. M&A litigation is also giving rise to a flurry of decisions and bench rulings that inform ...

The Art of Deal Structuring

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

SPEAKER 1: So I want to do two things. I want to introduce my panel. I want to give you a few minutes of very, very broad thoughts and overview. But first, let me introduce the first panel here to my left. Immediately to my left is Wilson Chu, who is a partner in the Dallas office of McDermott Will & Emory. Now, he's asked me not to read his bio, and I won't. You have it in your materials. But I wanted to point out a few things about Wilson. I've ...

The Nuts and Bolts of it: Negotiating Acquisition Agreements

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: All right, welcome back everyone from lunch here in New York, and your lunch back at home on the webcast. So I have the pleasure to introduce the next panel. I've been preparing you for this. The first two panels we're just like the wind up phase. Now, we're getting into the agreement phase. This is the good stuff. So, hopefully, you're ready for it. I mentioned to you that with the complexity around the macro environment today, the ...

Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: All right, welcome back to those of you in New York and I don't know if people on the webcast also take snacks at the same time, but in case you do, welcome back, everyone. So let me briefly introduce a preview to you what we're doing with each of the panels. But let me now introduce a second panel and my co-panelists. I call this the Kevin panel, my ex-colleagues panel. So to my immediate left is Kevin Constantino, who is an investment ...

It’s a Hostile World: Takeover Defense and Hostile Deals

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: OK, so welcome back, everyone from your break here and on the web. And this is the aforementioned the promised fourth panel that I've been telling you about all day. So all the things you've been learning about today is leading up to this, the anchor leg of the race. This is the Usain bolt and Michael Phelps. This is that part of the program. So we've got three heavyweights here. Steve Kotran, to my left, is a former colleague of mine ...

Advanced State & Local Tax 2017 -- State and Local Taxation of International Business and Mergers & Acquisitions

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From the program: Advanced State & Local Tax 2017

Recorded on: Mar. 23, 2017

Taken from the Web Program Advanced State & Local Tax 2017 recorded March, 2017 in New York. State and Local Taxation of International Business and Mergers & Acquisitions [01:50:12] • State and Local Taxation of International Business     o Nexus and tax residency     o Unitary taxation     o Business apportionment     o MTC State ...

State and Local Taxation of International Business and Mergers & Acquisitions

Transcripts  Transcripts    

Recorded on: Mar. 23, 2017

RICHARD W. GENETELLI: Thank you, Peter. A pleasure to be here. A pleasure to be on the panel with Peter and Ken. I'm going to discuss three specific areas that affect international businesses. The first is the multi-state tax commission SITAS program. And that sort of revolves around the whole issue of 482. So I'm going to spend a little bit of time discussing some of the 482 developments at the state and local level as it relates to the multi-state ...

Health Care M&A: Three Hot Topics

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Recorded on: Apr. 3, 2017

Taken from the briefing Health Care M&A: Three Hot Topics recorded April, 2017 in New York. Health care was the fourth most active sector by dollar volume in worldwide M&A in 2016. Over 1,500 deals in the health care sector were announced in 2016, with total deal value exceeding $250 billion. Signs point to health care M&A activity remaining strong in 2017, despite (or perhaps spurred by) the changing regulatory landscape. This briefing ...

Health Care M&A: Three Hot Topics

Transcripts  Transcripts    

Recorded on: Apr. 7, 2017

AMY TAUB: It is now my pleasure to turn this briefing over to Andrew Bab. ANDREW L. BAB: Thank you, Amy, and good afternoon. Thanks to everyone for taking the time to join Jen and me today. We thought we would use this time to talk about three topics that we think are going to continue to shape M&A activity in the health space over the next year. We should be on slide two and you see the agenda. Regulatory reform and the implications for health care ...

Antitrust Institute 2017: Developments & Hot Topics -- Antitrust Considerations in Acquisitions and Mergers

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From the program: Antitrust Institute 2017: Developments & Hot Topics

Recorded on: Apr. 18, 2017

Taken from the Web Program Antitrust Institute 2017: Developments & Hot Topics recorded April, 2017 in New York. Antitrust Considerations in Acquisitions and Mergers [01:21:56] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines- what do you need to know? Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral ...

Antitrust Considerations in Acquisitions and Mergers

Transcripts  Transcripts    

Recorded on: Apr. 18, 2017

HARVEY SAFERSTEIN: We'll go right on then to Yvonne Quinn who's one of the co-chairs of this conference. Yvonne is co-chair of her firm's litigation group at Sullivan and Cromwell. She's a distinguished member of a number of Bar organization positions, and she is one of the co-chairs of this conference. YVONNE QUINN: Thank you. HARVEY SAFERSTEIN: So Yvonne. YVONNE QUINN: Thank you very much. You know, usually I don't get through everything. So ...

Eighteenth Annual Institute on Privacy and Data Security Law -- Managing Privacy and Cybersecurity Risk in Business Deals

Web Segment  Web Segment    MP3 Audio  Audio Download (MP3)    MP4 - Mobile Video Seg  Video Download (MP4)    

From the program: Eighteenth Annual Institute on Privacy and Data Security Law

Recorded on: Jun. 7, 2017

Taken from the Web Program Eighteenth Annual Institute on Privacy and Data Security Law recorded May, 2017 in New York. Managing Privacy and Cybersecurity Risk in Business Deals [01:01:39] Addressing the impact of unknown breaches on business deals Before you team up: how to conduct cybersecurity due diligence of the other party Contract terms, audits, and other vehicles to manage risk Regulator expectations regarding vendor ...

Managing Privacy and Cybersecurity Risk in Business Deals

Transcripts  Transcripts    

Recorded on: Jun. 7, 2017

LISA SOTTO: All right, we're going to get started, so if you could please take your seats, that would be great. And we'll let a few more people pile in. OK, I am delighted to present Matt Kelly. Matt is our next speaker. He is Vice President Senior Corporate Counsel at ServiceNow. And in this capacity, Matt is responsible for leading a team in support of ServiceNow's global compliance and risk-management program, including the company's global privacy ...

New Revenue Recognition Rules: Implications for M&A Transactions

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Recorded on: Jun. 19, 2017

Taken from the briefing New Revenue Recognition Rules: Implications for M&A Transactions recorded June 2017 in New York. The rules of the road are changing and the time to understand them is now. In 2014, the Financial Statements Accounting Board (FASB) and the International Accounting Standards Board (IASB) issued a converged new standard on revenue recognition for both US GAAP and International Financial Reporting Standards (IFRS). With ...

New Revenue Recognition Rules: Implications for M&A Transactions

Transcripts  Transcripts    

Recorded on: Jun. 23, 2017

AMY TAUB: Lewis-- it is now my pleasure to turn this briefing over to Andrew Mariniello. ANDREW MARINIELLO: Good afternoon, everyone. As Amy mentioned, my name is Andrew Mariniello. I am a partner in the corporate and business transactions group at Morgan Lewis. Resident in Philadelphia. My practice consists of counseling clients on a number of business law matters, but I have an emphasis on M&A in public and private companies, domestic and cross-border ...

Acquiring or Selling the Privately Held Company 2017

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From the program: Acquiring or Selling the Privately Held Company 2017

Released on: Jul. 18, 2017

In this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target ...

General Business Considerations in Private Acquisitions or Sales

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK, so with that, I guess I'm a couple of minutes early, but we'll get going anyway. We're going to start with talking about business considerations, which is a good place to start. And with us is Marco Caggiano from JP Morgan. He heads up the media and communications practice there. He's also chair of their Fairness and Evaluation committee. And I think it's a little known fact he started his career as a lawyer on the M&A side as well. ...


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