Mastering Mergers and Acquisitions Training Class

Course ID: 16742

Mastering Mergers and Acquisitions Training Seminar

Pave the Way for a Smooth, Advantageous Business Deal

This practical seminar will guide you through the principles and procedures involved in mergers and acquisitions so you can structure the best deal for your business client. Anticipate and overcome obstacles by identifying areas that commonly pose challenges during these transactions. Our experienced faculty will share the benefit of their insights and knowledge, enabling you to avoid mistakes and successfully facilitate the process.

Prevent loopholes: customize our sample contract to create airtight agreements that close the door on future disputes.
Choose the right vehicle: implement strategies that minimize the tax burden.
Learn how to get the other party to pay as much of the transaction expenses as possible.
Arm yourself with knowledge of valuation methods to determine if a price is reasonable.
Use our checklist to ensure due diligence, that nothing is missed and all information is properly disclosed.
Gain practical tips for interpreting the acquisition agreement in your favor during post-closing disputes.
Tailor your approach to mergers and acquisitions to overcome unique challenges that various organization structures present.
Anticipate the challenges and remedy problems that can arise during the transition.
Jump-start your practice with sample letters and agreements that can streamline your procedures.


	Agenda
	SETTING THE STAGE: PRELIMINARY CONSIDERATIONS Edward E. Steiner, 8:30 - 9:15 Buyers, Marketplace, Value and Price Financing the Deal Valuating the Business - Find Out the Company's Current Condition and Value Structuring the Transactions Drafting Confidentiality Agreements - Sample Agreement Sample Letters of Intent for Asset and Stock Purchase Agreements - Drafting Tips Legal and Financial Due Diligence Checklists Disclosure Statement Preparation Successor Liability THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT F. Mark Reuter, 9:15 - 10:30 Key Provisions in Stock Purchase Agreements Key Provisions in Asset Purchase Agreements Representations and Warranties Covenants and Conditions Indemnification Negotiation Theory and Strategy Pre-Closing, Closing and Post-Closing Considerations, Ancillary Documents and Checklists SKILLFULLY NAVIGATE M&A TAX PROCEDURES Brett S. Gumlaw, 10:45 - 12:00 Tax-Deferred Reorganizations Corporate Separations, Spin-Offs, Split-Offs and Split-Ups Taxable vs. Tax-Free Acquisitions State and Local Tax Considerations Effective Financing Strategies Joint Ventures Tax Accounting Considerations SHAPING AN ETHICAL FOUNDATION C. Christopher Muth, 1:00 - 2:00 The Rules of Professional Conduct - Overview Clearly Define the Role of Advisor at the Outset to Avoid Conflicts of Interest Exercising Independent Professional Judgment on Behalf of Your Client How to Avoid Prejudicing or Damaging Clients' Interests During Representation TIPS OF THE TRADE: OVERCOMING COMMON CHALLENGES IN M&A Diane D. Reynolds, 2:00 - 3:15 Dealing With Specific Entities in M&A Managing the Complexities of Employee Benefits and Executive Compensation Intellectual Property Issues in Mergers and Acquisitions Challenges in Using Stock as Acquisition Consideration with Private Companies Buying a Distressed or Bankrupt Company Complying With Anti-Trust Laws FINISH THE TRANSACTION OFF RIGHT - COMPETENTLY ADDRESS POST-CLOSING CONCERNS Michael H. Brown and W. Ashley Hess, 3:30 - 4:40 Integration Logistics - Avoid Costly Mistakes Purchase Price Adjustments Post-Closing Disputes Material Adverse Change Clause Enforcement Interpreting Acquisition Agreements


	Audience
	This intermediate level seminar is designed for attorneys practicing in the areas of mergers and acquisitions, antitrust, and corporate law. Accountants, tax practitioners, investment bankers, and corporate strategic planners will also find this workshop beneficial.