30 th Annual Advanced Course

Transcription

1 30 th Annual Advanced Course M&A activity is increasing are you ready to provide your clients with the advice they need? Corporate Mergers and Acquisitions Thursday-Friday, September 18-19, 2014 New York (Thomson Hall) and Live Video Webcast Register online: CLE credit hours, including one hour of pervasive ethics 14.5 CPE credit hours in Business Law Hear the latest developments and learn effective strategies for structuring and negotiating merger or acquisition transactions in today s uncertain economy. In this advanced two-day program, a faculty of seasoned M&A experts will: explore recent trends affecting mergers and acquisitions, including shareholder activism, the role of the financial advisor and fairness opinions, and the scope of non-use provisions in standstill agreements identify and discuss the major issues in today s market, including antitrust, employee benefits, intellectual property, privacy, and tax review and analyze the latest strategies and techniques to manage a variety of M&A transactions Special feature: Learn high-level strategies from the experts in our popular mock negotiation! This year s demonstration focuses on representations, warranties, covenants, closing conditions, and other terms in an acquisition agreement for a private equity transaction. This is an excellent course for any attorney involved with business acquisition transactions. The presenters are all very experienced, knowledgeable and current, and they did a great job of presenting information in an effective and interesting manner. previous registrant

2 Planning Co-Chairs (also on faculty) David K. Lam Wachtell, Lipton, Rosen & Katz, New York William D. Regner Debevoise & Plimpton LLP, New York Faculty William D. Anderson, Jr. Managing Director, Goldman, Sachs & Co., New York Neil Barr Davis Polk & Wardwell LLP, New York Mark J. Gentile Richards, Layton & Finger, P.A., Wilmington, Delaware Doreen E. Lilienfeld Shearman & Sterling LLP, New York Stacey Anne Mahoney Bingham McCutchen LLP, New York Kevin Miller Alston & Bird LLP, New York Philip Richter Fried, Frank, Harris, Shriver & Jacobson LLP, New York Marcela Robledo Simpson, Thacher & Bartlett LLP, Palo Alto, California ALI CLE Program Attorney: Thomas M. Hennessey ALI CLE Curriculum Business/Corporate Law Renowned for their sophistication and relevancy, ALI CLE s business organizations, corporate law, and taxation courses provide the information practitioners need to know in order to excel in these ever-evolving areas of law. Learn from high-caliber ALI CLE faculty, comprised of top law firm and corporate counsel, regulators, federal bench members, and experts from tax, audit, consulting, and other service industries. Popular courses offer comprehensive coverage of a wide variety of matters, including corporate taxation, cyber security risks for financial institutions, mergers and acquisitions, partnerships, buy-sell agreements, and charitable planning.

3 Program Subject to minor change. All times Eastern Time. Thursday, September 18, :00 a.m. Registration and Continental Breakfast 8:55 a.m. Welcome and Announcements ALI CLE Staff Video Webcast Segment A $329 9:00 a.m. Introductory Remarks and Course Overview 9:05 a.m. Confidentiality Agreements in Mergers and Acquisitions Mr. Richter A detailed look at confidentiality agreements in M&A transactions, including an examination of non-use provisions, the limits on sharing of information, nonsolicits and standstills; recent legal developments relating to scope of non-use provisions and don t ask, don t waive provisions in standstills 10:00 a.m. The Role of Financial Advisors and Fairness Opinions Mr. Miller A discussion of the role of the investment banker in both public and private M&A transactions, including issues regarding projections, engagement letters, and fairness opinions; recent developments regarding conflicts of interests, including the recent Rural/Metro decision regarding aiding and abetting breach of fiduciary duty claims, and ways companies and their advisors are addressing potential conflicts 10:45 a.m. Networking and Refreshment Break 11:00 a.m. Shareholder Activism Messrs. Anderson, Lam, and Regner A panel discussion regarding recent trends in shareholder activism, including governance and economic activists, the tools used by activists to accumulate stakes in a company or to seek change at a company, and potential responses and defenses by a company 12:00 noon Questions and Answers 12:15 p.m. Lunch Break Video Webcast Segment B $329 1:45 p.m. Tax Considerations and Selected Developments in Structuring and Negotiating the Acquisition Mr. Barr The issues in structuring an acquisition or divestiture transaction, including whether to structure the deal as a taxable versus a tax-free transaction, the differences between stock and asset deals, and the types (and requirements) of taxable and tax-free transactions; the use of spinoff techniques, including Morris Trust and Reverse Morris Trust transactions; and recent developments with respect to cross-border inversion structures 2:45 p.m. Antitrust Issues in Mergers and Acquisitions Ms. Mahoney The strategic and procedural aspects of the antitrust laws as they relate to mergers and acquisitions; navigating the U.S. Horizontal Merger Guidelines; doing deals with international reach; drafting antitrust riskshifting clauses; gun-jumping and integration planning

4 3:30 p.m. Questions and Answers 3:45 p.m. Networking and Refreshment Break 4:00 p.m. M&A Transactions with Private Equity Buyers and Sellers Messrs. Lam and Regner A discussion of how M&A transaction terms may differ when the buyer or seller is a private equity firm or controlled by a private equity firm, including the use of reverse break fees, remedies available to the seller for a financing failure, and the scope of any post-closing indemnity where a private equity firm is the seller 5:00 p.m. Questions and Answers 5:15 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty Friday, September 19, :00 a.m. Networking Session and Continental Breakfast Video Webcast Segment C $329 8:30 a.m. Employee Benefits and Executive Compensation Issues Ms. Lilienfeld 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 liabilities, golden parachutes, severance concerns, and retiree health and welfare benefits 9:30 a.m. Intellectual Property and Privacy Aspects of Corporate Transactions Ms. Robledo Buyer and seller diligence considerations, including privacy and cybersecurity; issues in evaluating intellectual property assets in acquisitions and other transactions, including scope of rights, and restrictions on use, and determining allocation of assets; treatment of intellectual property issues in acquisition agreements and ancillary agreements, such as licenses and transition services agreements, including reps and warranties and indemnities; post-closing and operational issues 10:30 a.m. Networking and Refreshment Break 10:45 a.m. Delaware Law Developments Mr. Gentile An update on latest developments and refresher on key concepts under Delaware law applicable to M&A transactions, including disclosure issues, fiduciary duty issues, disparate consideration issues, the use of lock-ups and structuring merger transactions 11:45 a.m. Questions and Answers 12:00 noon Lunch Break

5 Video Webcast Segment D $329 1:30 p.m. Negotiating the Acquisition of the Private Company Messrs. Lam and Regner 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 issues that arise when the buyer is a private equity firm or when one or more of the sellers will be an employee (or stockholder) after the closing. 3:00 p.m. Networking and Refreshment Break 3:15 p.m. Negotiating the Acquisition of the Private Company (continued) 4:15 p.m. Questions and Answers 4:30 p.m. Adjournment Total 60-minute hours of instruction: Note: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions CPE credit hours in Business Law (live group and group-internet-based program) Here s what registrants have said about previous presentations of this course: Regner and Lam were good presenters who helped drive discussion and analysis. The mock negotiation was terrific. Very knowledgeable presenters. Comprehensive materials. The faculty was excellent. Credible and engaging with a deep knowledge of the subject matter. Mock negotiation was the most useful part of the course.

6 HOW TO REGISTER online phone CLE NEWS fax mail return the form on the back panel of this brochure to: REGISTRAR, ALI CLE, 4025 Chestnut Street, Philadelphia, PA GET MANDATORY CLE AND CPE CREDIT Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, DE, FL, GA, HI, IA, IL, IN, KS, KY, LA, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VT, WA, WI, and WV. Upon request, ALI-CLE will apply for CLE credit in ID, OR, and WY. This course is expected to qualify for credits, including one ethics credit, in 60-minute MCLE jurisdictions; and for 14.7 credits, including 1.2 ethics credits, in 50-minute MCLE jurisdictions. In NY, the in-person course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please the MCLE Team at go to org/mcle, or call CLE-NEWS. NASBA ALI CLE is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors through its website: For more information regarding ALI CLE s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE- NEWS. CPE credit hours for this course: 14.5 in Business Law (live group and group-internet-based program). Learning Objectives: Maintenance of professional competence as a practitioner. Suggested Prerequisite: Limited experience in practice in subject matter or completion of Basic CLE/CPE Course in subject matter. Level of Instruction: Advanced CONFERENCE SITE AND HOTEL ACCOMMODATIONS The course will be presented at Thomson Hall, 195 Broadway, 4 th floor, New York, NY (Wall Street District). Hotels close to Thomson Hall include: Club Quarters World Trade Center, 140 Washington Street, Gild Hall Hotel, 15 Gold Street, phone: ; Holiday Inn Wall Street, 51 Nassau Street, phone Millennium Hilton Hotel, 55 Church Street, phone: New York Marriott Downtown, 85 West Street, phone: World Center Hotel, 144 Washington Street, phone: Go to for more info about: registration/cancellation/requirements for persons with disabilities/scholarships USB DRIVES Registrants have the options of receiving their study material in a printed course book or in digital form on a USB drive. To receive a USB drive, registrants must select that option when they register. Go Green! Choose the USB drive! ALSO FROM ALI CLE... Individual Retirement Accounts and Annuities: The Emerging Regulatory Outlook September 9, 2014 Washington, D.C. or Live Video Webcast The New Face of Capital Formation November 20-21, 2014 San Francisco or Live Video Webcast SOCIAL NETWORKING Start interacting with other course registrants and faculty through these social networking tools. Post topics you would like to see covered during the course, discuss hot topics, and make lunch and dinner plans with other on-site attendees. Facebook: Twitter: #CORPM&A

7 Corporate Mergers and Acquisitions Register online: Counseling a client through a merger or acquisition of a private or public company requires a keen appreciation of all the issues antitrust, employee benefits, intellectual property, privacy, and tax that could aff ect the transaction. This advanced two-day program, taught by experienced M&A practitioners, provides an in-depth examination of the various issues that should be considered when structuring and negotiating an M&A transaction. This year s course explores acquisitions with a special focus on private equity transactions, shareholder activism, confidentiality agreements, and IP and privacy aspects of corporate transactions. Refreshed every year to provide the most up-to-date information, the course will also address: the role of financial advisors fairness opinions and the role of the investment banker tax considerations in structuring and negotiating the acquisition employee benefits, executive compensation, and intellectual property aspects of corporate acquisitions antitrust issues in mergers and acquisitions the latest Delaware law developments affecting M&A transactions Because every good M&A attorney needs to obtain the best results for the client in the all-important merger or acquisition agreement, the last half-day of the program is dedicated to a mock negotiation session dealing with the acquisition of a private company a course highlight for many attendees. Time is reserved throughout the program to address registrants questions.

8 American Law Institute Continuing Legal Education 4025 Chestnut Street, Philadelphia, PA NONPROFIT ORG U.S. Postage PAID ALI CLE KEY CODE CW016LM Name Title Firm Address City State Zip printed on FSC certified paper Online Phone CLE NEWS FAX Mail Registrar, ALI CLE, 4025 Chestnut Street, Philadelphia, PA Corporate Mergers and Acquisitions New York, September 18-19, 2014 $1,399 Please enter registration(s): $1,399 CW016 Please provide my course materials as a (choose only one): USB drive Printed course book Please go green and order your study materials on a USB drive. To register additional on-location registrants at 5 0 %o ff, call 800-CLE-NEWS ( ). Video Webcast $1,099 / $329 Full program. Tuition: $1,099 WAW016 Webcast Segment A: $329 WAW016A Webcast Segment B: $329 WAW016B Webcast Segment C: $329 WAW016C Webcast Segment D: $329 WAW016D Can t attend? You don t have to miss anything! Order the: DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course materials $899 AW016V Audio MP3 CD-ROM (including PDFs of the course materials) $699 AW016 Printed course materials only $149 SW016 Partial Scholarships Scholarships covering 30% of tuition fees, valid for on-site courses, live webcasts, and webcast segments only, are available. Scholarships cannot be combined with other offers. I am a full-time employee of the federal, a state, or a local government or governmental agency. I am a recent law school graduate (<5 years). I am a retired senior lawyer (65 or older). $ Total Check enclosed (payable to ALI CLE) Please charge to my credit card: AMEX DISCOVER MasterCard VISA Card no.: Card expiration date: / SIGNATURE ADDRESS (REQUIRED FOR WEBCASTS AND ONLINE SUBSCRIPTIONS) CW016