Mergers and Acquisitions

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Frank Aquila and Melissa Sawyer of Sullivan & Cromwell will review key features of M&A in 2011 and discuss the M&A outlook for 2012. Among other things, they will discuss the impact of the European debt crisis on M&A, recent elephant transactions, evolving technologies to allocate financing risks, recent developments in corporate governance and shareholder activism, and other current hot topics in M&A, like spin-offs and split-offs, financial advisor conflicts of intere…

Thiswebcast will provide an introduction to a variety of tax issues encountered in cross border M&A transactions.The panelists will discuss contract terms related to taxes including tax representations, approaches to tax indemnities, and other post-closing tax covenants and allocation of tax benefits. The speakers will also examinehow these contract issues may affect approaches to due diligence for taxes.

The presentation will also highlight basic tax plann…

ATTENTION CANADIAN ATTORNEYS: To fulfill the interaction requirements ofCanadian provinces’ CPD regulations, two or more colleagues must be involved at the same time when watching or listening to recorded programs. If you wish to obtain CPD credit for this program, please read the instructions BEFORE viewing, found here.

A panel of Blake, Casse…

Three outstanding practitioners will discuss recent case law and perspectives on how to limit contractual and extra-contractual liabilities in mergers and acquisitions and other transactions, They will focus on how to protect parties and their affiliates through the auction and negotiating processes, and through exclusive remedy and extra-contractual representation waiver provisions

• Types of contractual liabilities in mergers and acquisitions and other transactions (repre…

Three outstanding practitioners will discuss recent case law and perspectives on how to limit contractual and extra-contractual liabilities in mergers and acquisitions and other transactions, They will focus on how to protect parties and their affiliates through the auction and negotiating processes, and through exclusive remedy and extra-contractual representation waiver provisions

• Types of contractual liabilities in mergers and acquisitions and other transactions (repre…

Part2 of a 5-part webcast series entitled, “6th Annual Institute on Corporate, Securities & Related Aspects of Mergers & Acquisitions.”

This Institute provides an in-depth analysis of significant corporate, securities, and related issues arising in mergers and acquisitions. Each session is structured to provide an analysis of important and current M&A issues by some of the world’s most experienced M&A lawyers, judges, government official…

Part 4 of a 5-part webcast series entitled, “6th Annual Institute on Corporate, Securities & Related Aspects of Mergers & Acquisitions.”

This Institute provides an in-depth analysis of significant corporate, securities, and related issues arising in mergers and acquisitions. Each session is structured to provide an analysis of important and current M&A issues by some of the world’s most experienced M&A lawyers, judges, government officials, an…

A term sheet is generally one of the first documents produced if you are buying or selling a business, and sets the tone for the negotiation. To ensure your next business transaction goes as smoothly as possible, you need to know what key issues to raise early in the negotiation process. Let experienced faculty walk you through fundamental elements to a term sheet, including earnout terms, price conditions and deal structures. You’ll also review what legal provisions you need to include in yo…

Known for their thorough and practical advice, Planner Jerry August and his co-panelist Steve Looney will walk you through the various methods for selling or purchasing the assets or shares of stock of an S corporation or a closely held regular or C corporation. Among the topics to be highlighted will be the impact of the eligibility rules under Subchapter S in structuring acquisitions involving stock of an S corporation, use of qualified subchapter S subsidiaries, taxable and tax-free acquis…

Frank Aquila and Melissa Sawyer of Sullivan & Cromwell will review key features of M&A in 2011 and discuss the M&A outlook for 2012. Among other things, they will discuss the impact of the European debt crisis on M&A, recent elephant transactions, evolving technologies to allocate financing risks, recent developments in corporate governance and shareholder activism, and other current hot topics in M&A, like spin-offs and split-offs, financial advisor conflicts of intere…

Negotiating the Acquisition of the Private Company
A mock negotiation is used to highlight the issues and pitfalls in negotiating the representations, warranties, covenants, and closing conditions in the acquisition agreement. The panel discusses the negotiation process as well as the market trends in resolving various negotiated issues. Special attention is given to use of escrows, survival terms for representations and warranties, differences between stock and asset transa…

Antitrust Issues in Mergers and Acquisitions
Understanding and managing the strategic and procedural aspects of the antitrust laws as they relate to mergers and acquisitions; navigating the new (proposed) U.S. Horizontal Merger Guidelines when doing deals with competitors; doing deals with international reach; drafting antitrust risk-shifting clauses; gun-jumping and integration planning

Buying a Distressed or Bankrupt Company Issues in buying a di…

Employee Benefits and Executive Compensation Issues
Employee benefits and executive compensation considerations, including dealing with executives and their compensation, option plans, and other qualified and non-qualified employee benefit plans, with special attention to Section 409A issues; understanding the significant liabilities and problem areas, including stock option backdating issues, controlled group issues, pension plan funding, multiemployer withdrawal l…

Pre-Acquisition Review of Financial and Operating Data
Using financial data to obtain an insight into the operations of a company; the effect of accounting practices on the “quality of earnings,” including inventory valuation and other accounting issues, with special emphasis on recent developments in the accounting world; how should the due diligence process and the reports from lawyers to accountants be considered with respect to purchase price adjustments, both N…

Thiswebcast will provide an introduction to a variety of tax issues encountered in cross border M&A transactions.The panelists will discuss contract terms related to taxes including tax representations, approaches to tax indemnities, and other post-closing tax covenants and allocation of tax benefits. The speakers will also examinehow these contract issues may affect approaches to due diligence for taxes.

The presentation will also highlight basic tax plann…

ATTENTION CANADIAN ATTORNEYS: To fulfill the interaction requirements ofCanadian provinces’ CPD regulations, two or more colleagues must be involved at the same time when watching or listening to recorded programs. If you wish to obtain CPD credit for this program, please read the instructions BEFORE viewing, found here.

A panel of Blake, Casse…

The recent increase in M&A activity has been a welcome change for investors and deal makers in the marketplace. This has led to a more vigorous deal market in which buyers and sellers seek to gain advantage through a variety of means. This webcast, featuring attorneys experienced in M&A deals and negotiations, will explore the components of a successful M&A arrangement as well as how recent developments have affected the marketplace.

Among the topics to be addressed: …

Whether you’re just entering the practice of business law or are a seasoned corporate attorney, this practical instruction will help you understand tax and accounting issues impacting mergers and acquisitions. By understanding key issues involved with M&A transactions, sellers can maximize their after-tax proceeds, buyers can minimize their net costs and the new company can emerge from the deal in a better position for success.

• Understand the legal and tax implications of …

Whether you’re just entering the practice of business law or are a seasoned corporate attorney, this practical instruction will help you guide companies through a smooth, advantageous merger or business acquisition. Obtain the knowledge you need to make these transactions a success.

• Understand what preliminary decisions to make prior to conducting a merger or acquisition.
• Skillfully select the best indemnity clause which will safeguard against future litigation. …

Christy Burke, from Burke & Company tells us about networking and shares the “latest and greatest” in legal technology. Christy also comments on exciting happenings within the legal industry including: convergence, mergers and acquisitions, and competition. Be sure to watch the interview, hosted by Legal Talk Network producer, Kate Kenney.

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