Acquiring or Selling the Privately Held Company 2023

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

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.