See Credit Details Below
Overview
Our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.
What You Will Learn
• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
– Employee benefits
– Labor and employment
– Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal
Special Features
Earn one hour of Ethics credit
CPE Program Level: Overview
Prerequisites: A background in the issues relating to acquiring or selling a privately held company, including financial sponsors, employee benefits, and structuring earnouts.
Intended Audience: Attorneys and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.
Advanced Prep: None.
Lecture Topics [Total time 00:13:45]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Opening Remarks* [00:05:46]
David W. Pollak - General Business Considerations and Letters of Intent in Private Acquisitions or Sales [01:36:07]
Joseph A. Castelluccio, Benjamin E. Wallace - Special Issues: Financial Sponsors and Insurance [01:31:18]
Joseph Ehrlich, David Leinwand - Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property [01:30:51]
Edward Kelly, Kimberly A. deBeers, Hugo Dubovoy, Stephen D. Bohrer - Specialty Areas: Labor and Employment / Executive Compensation and Employee Benefits [01:30:31]
David E. Kahan, Douglas T. Schwarz - Analysis of Form of Acquisition Agreement [02:46:45]
Jack S. Bodner, David W. Pollak - Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales [01:30:22]
Jennifer L. Chu, William B. Sorabella - Earn-outs and Fiduciary Duties in Private Transactions [01:14:28]
Scott Crofton, Ackneil M. Muldrow III - Ethics in Negotiating and Documenting Private Transactions [01:00:03]
Ellen L. Hayes, Michael J. Traube
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Complete Course Handbook
- Letters of Intent and Other Preliminary Transaction Considerations (June 19, 2018)
Joseph A. Castelluccio - Letters of Intent for Private Acquisitions (February 13, 2020)
Jessica C. Pearlman - Transactional Risk Insurance: Key to Managing Risk in Merges & Acquisitions, Marsh & McLennan Companies
Steven E. Klein - Private Equity M&A 2019 Year in Review
David Leinwand - Practical Tips for Handling IP Issues in Mergers and Acquisitions: What Matters and What Doesn’t
Joseph Yang - Private Company M&A: Executive Compensation and Employee Benefits
David E. Kahan - Sample Stock Purchase Agreement
David W. Pollak - Sample Asset Purchase Agreement
David W. Pollak - Outline of Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
Ari Lanin - Outline: Earn-Outs in Private Transactions 2020
Scott B. Crofton - Katherine L. Henderson and Lori W. Will, Controlling Stockholder Transactions: The Ins, the Outs, and Developing Trends
Katherine L. Henderson - Association of the Bar of the City of New York, Formal Opinion 2001-2: Conflicts in Corporate and Transactional Matters (April 16, 2001)
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2002-3: The “No-Contact Rule” and Advising a Client in Connection with Communications Conceived or Initiated by the Client with a Represented Party (May 1, 2002)
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2003-02: Undisclosed Taping of Conversations by Lawyers (February 2, 2003)
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2003-04: Obligations Upon Receiving a Communication Containing Confidences or Secrets Not Intended for the Recipient (April 2, 2003)
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2005-05: Unforeseeable Concurrent Client Conflicts (July 1, 2005)
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2006-1: Advance Waivers or Future Conflicts
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2007-1: Applicability of DR 7-104 (The “No-Contact Rule”) to Contacts with In-House Counsel
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2007-3: Corporate-Family Conflicts; Duty of Loyalty; Duty to Preserve Confidences and Secrets
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2009-1: The No-Contact Rule and Communications Sent Simultaneously to Represented Persons and Their Lawyers
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2017-7: Disclosures to Joint Clients When the Representation Does Not Involve a Conflict of Interest
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2018-4: Duties When an Attorney Is Asked to Assist in a Suspicious Transactions
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2019-3: Obligations Regarding a Lawyer’s Use of Information Inadvertently Sent by Another
Ellen L. Hayes - Association of the Bar of the City of New York, Formal Opinion 2019-4: Representing Multiple Individuals in the Context of Governmental or Internal Investigation
Ellen L. Hayes - Association of the Bar of the City of New York, Committee on Professional Responsibility, Proposed Amendment to Rule of Professional Conduct 8.4, Regulating Lawyer’s Supervision of Undercover Investigations
Ellen L. Hayes
Presentation Material
- Letters of Intent
Joseph A. Castelluccio - Private Compay M&A
Benjamin E. Wallace - Representations and Warranties Insurance
Joseph Ehrlich - Transacting with Financial Sponsors
David Leinwand - Lessons Learned Doing Business Internationally
Stephen D. Bohrer, Kimberly A. deBeers, Hugo Dubovoy, Edward Kelly - Executive Compensation and Employee Benefits
David E. Kahan - Managing Labor and Employment Issues
Douglas T. Schwarz - Form of Acquisition Agreement
Jack S. Bodner, David W. Pollak - Mock Negotiation and Analysis of Form of Acquisition Agreement
Jack S. Bodner, David W. Pollak - Indemnification Issues
Jennifer L. Chu - Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
William B. Sorabella - Earn-Outs in Private Transactions
Scott Crofton - FIDUCIARY DUTIES OF DIRECTORS AND MAJORITY STOCKHOLDERS
Ackneil M. Muldrow III - Ethics in Negotiating and Documenting Private Transactions
Ellen L. Hayes, Michael J. Traube
Our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.
What You Will Learn
• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as:
– Employee benefits
– Labor and employment
– Intellectual property
• Cope with the special problems associated with acquisitions of divisions or subsidiaries
• Understand the fiduciary duties of directors and majority shareholders in a sale transaction
• Understand the special issues relating to financial sponsors
• Recognize ethical issues that arise during the negotiation and documentation of transactions
• Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal
Special Features
Earn one hour of Ethics credit
CPE Program Level: Overview
Prerequisites: A background in the issues relating to acquiring or selling a privately held company, including financial sponsors, employee benefits, and structuring earnouts.
Intended Audience: Attorneys and other business professionals who seek a practical overview of key issues that arise in the private acquisition and sale process.
Advanced Prep: None.