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Deepen Your Understanding of Business Acquisitions

Whether your client is the buyer or the seller, being knowledgeable of the entire acquisition process is a must. Join us for this important seminar and learn from our experienced faculty as they walk you through real world examples of everything from drafting that first teaser summary to complex acquisition agreements. Register today!

  • Enhance your knowledge of the overall buying and selling process.
  • Gain a clear understanding of the tax saving strategies available to your client.
  • Master the skill of structuring stock and asset purchase agreements.
  • Safeguard against ethical violations by avoiding conflicts of interest.

All times are shown in Eastern time

  1. Vital First Steps of an Acquisition
    10:00 - 11:30, Shauna S. Brennan
    1. Drafting a Teaser Summary
    2. Creating a Non-Disclosure Agreement
    3. Drafting the Letter of Intent (LOI)
    4. Conducting Due Diligence - Assembling a Team of Experts and Due Diligence Request Lists
  2. Tax Saving Structures and Strategies for Attorneys
    11:45 - 1:15, Scott M. Nelson
    1. Tax Efficient Structures
    2. Taxable, Tax-Free and Tax-Deferred Transactions
    3. Mitigating Tax Liability
    4. Tax Evasion vs. Tax Avoidance
  3. Structuring and Drafting the Acquisition Agreement
    1:45 - 3:45, Michael D. Cross Jr.
    1. Stock and Equity Purchase Agreements
      1. Securities Law Issues
      2. Go Shops vs. No Shops
      3. Combination of Sale and Redemption
      4. Imputed Interest
      5. Review and Analysis of a Real World Acquisition Agreement
    2. Asset Purchase Agreements
      1. Sale of Sole Proprietorship
      2. Capital Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Real World Acquisition Agreement
    3. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Earnouts
      4. Purchase Price Adjustments
      5. Indemnification, Escrow and Setoff
      6. Employee Benefits
      7. Covenants and Conditions
      8. Pre-Closing, Closing and Post-Closing Considerations and Checklists
  4. Ethics in Business Acquisitions
    4:00 - 5:00, Shauna S. Brennan
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Breach of Fiduciary Duty
    4. Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
    5. Joint Representation

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