A Nonprofit Learning ACQUIRING OR SELLING THE PRIVATELY HELD 2018 – IDENTIFY AND RESOLVE SPECIALTY San Francisco AGREEMENT ISSUES & Live Webcast – DEVELOP SUCCESSFUL May 16-17 NEGOTIATION STRATEGIES Chicago – RECOGNIZE AND MANAGE June 6-7 ETHICAL ISSUES New York – MASTER CONTRACTUAL RISK & Live Webcast ALLOCATION PRINCIPLES June 19-20 Atlanta, Cleveland, Indianapolis, Mechanicsburg, New Brunswick, Philadelphia and Pittsburgh Groupcast Locations June 19-20 Credit Available: CLE, CPD and CPE (NASBA)

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This is an approved New York transitional program Acquiring or Selling the Privately Held Company 2018 BEST PRACTICES FOR PRIVATE COMPANY ACQUISITIONS OR SALES

At this perennial favorite, 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 , a division or of a large , or a smaller -backed or family-owned TOPICS INCLUDE entrepreneurial enterprise. You will learn about the • Analyze the terms of an special issues that apply when a firm acquisition agreement is the buyer or owns the target company, and about • Develop successful the techniques and strategies that are essential negotiation strategies to successful negotiations. You will also gain an • Use letters of intent understanding of the key employee benefits, labor to maximize strategic and , and intellectual property issues advantage that arise and how to address them. Plus you will • Structure and negotiate learn about special diligence concerns involving earn-outs and critical risk international deals, including FCPA, AML, tax and allocation provisions labor issues. • Spot and deal with the key issues that arise in This program is geared to attorneys in private non-corporate areas, practice, in-house counsel, and other such as: professionals who seek a practical overview of – Employee benefits key issues that arise in the private acquisition and – Labor and employment sale process. – Intellectual property • Cope with the special problems associated with acquisitions of divisions or • Understand the fiduciary duties of directors and majority 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. govern part or all of a deal

SPECIAL FEATURE • Earn one hour of Ethics credit Acquiring or Selling the Privately Held Company 2018 AGENDA DAY 1 A networking breakfast will be available each day upon your arrival.

Morning Session: Afternoon Session:

9:00 1:45 OPENING REMARKS SPECIALTY AREAS IN PRIVATE SF & WEB: Brian C. Miner ACQUISITIONS OR SALES CHI: Michael P. Lee NY, ATL, CLE, IND, MECH, NB, PHI, PITT International Aspects & WEB: David W. Pollak • Special diligence concerns, including FCPA, AML, tax and labor issues 9:15 • Structuring to acquire (and perhaps later sell) GENERAL BUSINESS CONSIDERATIONS a non-U.S. company Brief summary of the financial and business • Common drafting pitfalls when non-U.S. laws considerations applicable to the acquisition or govern part or all of a deal sale of a privately held company, including: • Dispute settlement alternatives in the • analysis cross-border context • The art and science of the sale process • Execution formalities in certain jurisdictions and • The role of a financial adviser and why they matter financing issues SF & WEB: Catharina Y. Min SF & WEB: Kevin Iudicello CHI, NY, ATL, CLE, IND, MECH, NB, PHI, PITT CHI: John J. Herrold & WEB: Kimberly A. deBeers, Hugo Dubovoy NY, ATL, CLE, IND, MECH, NB, PHI, PITT & WEB: Benjamin E. Wallace Intellectual Property A discussion of issues specific to 10:00 intellectual property: LETTERS OF INTENT AND OTHER • Preliminary steps – the IP audit PRELIMINARY CONSIDERATIONS • Conducting IP diligence • The elements and purposes of a letter of intent • Issues based on the type of IP • Advantages and disadvantages in using a letter • Data privacy compliance issues (NY & CHI) of intent • Representations and warranties • Impact on negotiating strategy and • Covenants and closing conditions bargaining leverage • Sale of a division, spin-off, etc. • Early deal considerations and planning issues • Closing and post-closing issues (SF) SF & WEB: Michael S. Dorf SF & WEB: Joseph Yang CHI: Alexander B. Young CHI: Marcelo Halpern NY, ATL, CLE, IND, MECH, NB, PHI, PITT NY, ATL, CLE, IND, MECH, NB, PHI, PITT & WEB: TBD & WEB: Sayoko Blodgett-Ford

10:45 Networking Break 3:15 Networking Break

11:00 3:30 DEALING WITH FINANCIAL SPONSORS OF SPECIALTY AREAS (CONTINUED) PRIVATELY HELD Labor and Employment A review of the key issues that arise when a • Key employment/labor differences in private equity firm, hedge fund, sovereign wealth vs. asset transactions fund or other financial sponsor is the buyer or • Business restructuring: discrimination issues, seller of the privately held company, including: severance pay, and waivers/releases • Financing commitments • , non-compete agreements, and • Capital structure employee benefits • equity participation • Union issues • The effects of a finite fund life on indemnification • WARN notice issues SF & WEB: TBD • Risks/liabilities – what to watch for CHI: Jason D. Osborn SF & WEB: Heather M. Sager NY, ATL, CLE, IND, MECH, NB, PHI, PITT CHI: Bryan M. O’Keefe & WEB: David Leinwand NY, ATL, CLE, IND, MECH, NB, PHI, PITT & WEB: Douglas T. Schwarz 11:45 REPRESENTATIONS AND WARRANTIES Employee Benefits INSURANCE • Identifying ERISA liabilities • Understanding when you need it • Integrating seller’s and buyer’s plans • Determining what it should, and shouldn’t, cover • Transferring plan assets • Buy-side vs. sell-side • Utilizing surplus plan assets; ESOPs SF & WEB: Steven E. Klein SF & WEB: Michael T. Frank CHI: Daniel Schoenberg CHI: Philip L. Mowery NY, ATL, CLE, IND, MECH, NB, PHI, PITT NY, ATL, CLE, IND, MECH, NB, PHI, PITT & WEB: Joseph Ehrlich & WEB: J. Mark Poerio

12:30 Lunch 5:00 Adjourn Acquiring or Selling the Privately Held Company 2018 AGENDA DAY 2*

Morning Session: 2:45 STRUCTURING AND NEGOTIATING 9:00 EARN-OUTS MOCK NEGOTIATION AND ANALYSIS OF The problems that arise in the context of FORM OF ACQUISITION AGREEMENT structuring and drafting contingent • Analysis of form of agreement and principal consideration, or earn-out, arrangements sections from both the buyer’s and in a transaction: seller’s perspectives • Formulas • Representations and warranties • Disputes • Conduct of business prior to closing • and tax issues • Conditions precedent to closing • Effect on indemnification • Seller’s disclosure schedules SF & WEB: Sarah P. Payne • Key differences between stock and CHI: Richard S. Radnay assets purchase agreements NY, ATL, CLE, IND, MECH, NB, PHI, PITT SF & WEB: Brian C. Miner & WEB: Melissa Sawyer CHI: Oscar A. David, Michael P. Lee NY, ATL, CLE, IND, MECH, NB, PHI, PITT FIDUCIARY DUTIES OF DIRECTORS AND & WEB: Jack S. Bodner, David W. Pollak MAJORITY SHAREHOLDERS A discussion of the duty of controlling and 10:30 Networking Break majority stockholders to minority holders in: • Business combinations/sales/mergers 10:45 • Squeeze outs MOCK NEGOTIATION AND ANALYSIS OF • Transactions with affiliated entities FORM OF ACQUISITION AGREEMENT SF & WEB: TBD (CONTINUED) CHI: Elizabeth Kitslaar NY, ATL, CLE, IND, MECH, NB, PHI, PITT 12:00 Lunch & WEB: Ackneil M. Muldrow III

4:00 ETHICS IN NEGOTIATING AND DOCUMENTING PRIVATE TRANSACTIONS Afternoon Session: • Understanding who the client is and addressing recurring conflicts of interest 1:00 • Candor in negotiations: advocacy, deceit INDEMNIFICATION ISSUES and fairness Techniques and issues in negotiating • Disclosing confidences and secrets indemnification provisions: • Inadvertently disclosed information • “Baskets” • Communicating with represented parties • “Caps” • Recording phone calls or meetings • Partial indemnification SF & WEB: Nina L. Flax • “Sandbagging” CHI: Jodi A. Simala • Survival of warranties NY, ATL, CLE, IND, MECH, NB, PHI, PITT • Control of defense of claims & WEB: Michael S. Sackheim • Director protective provisions • Exclusive or nonexclusive remedy 5:00 Adjourn • Symmetry SF & WEB: Brian C. Miner CHI: Pran Jha *Please Note: The times and panels for NY, ATL, CLE, IND, MECH, NB, PHI, PITT the San Francisco location are different. & WEB: Jennifer L. Chu Visit www.pli.edu/FCW8 for the complete schedules by location. SPECIAL ISSUES INVOLVED IN ACQUIRING DIVISIONS OR SUBSIDIARIES OF LARGER COMPANIES The key issues to address when acquiring or selling divisions or subsidiaries of larger companies, including: • The need for separate financial statements • Allocating shared assets, facilities and services REGISTER FOR OUR LIVE WEBCAST • Identifying parent company’s role in division ATTEND FROM YOUR LOCATION! or subsidiary business’s success (including Most of our programs are available as live recruiting key executives, generating business, Webcasts. Reserve your seat to watch PLI’s financing growth, etc.) acclaimed faculty as they • Insurance discuss the hottest legal SF & WEB: Ari Lanin trends, developments, case CHI: Brent E. Williams law and regulations. . . . View NY, ATL, CLE, IND, MECH, NB, PHI, PITT all supporting material. . . . & WEB: William B. Sorabella And earn CLE and CPE credit. 2:30 Networking Break Register today at www.pli.edu/FCW8 or call 800.260.4754. Senior Program Attorney FACULTY Grace O’Hanlon

San Francisco & Michael S. Dorf Ari Lanin Shearman & Sterling LLP Gibson, Dunn & Crutcher LLP Live Webcast San Francisco Los Angeles Nina L. Flax Catharina Y. Min May 16-17 Mayer Brown LLP Covington & Burling LLP Palo Alto Redwood Shores, CA CHAIR Michael T. Frank Sarah P. Payne Hogan Lovells US LLP Sullivan & Cromwell LLP Menlo Park, CA Palo Alto Kevin Iudicello Heather M. Sager Managing Director, Technology Vedder Price P.C. Investment Banking San Francisco Pagemill Partners, a Duff & Joseph Yang Phelps Business PatentEsque Law Group, LLP East Palo Alto, CA Menlo Park, CA Steven E. Klein Senior Vice President, FINPRO – Brian C. Miner Transactional Risk Practice Fried Frank Harris Shriver & Marsh Risk & Insurance Services Jacobson LLP San Francisco Washington, DC

Oscar A. David Bryan M. O’Keefe Chicago Winston & Strawn LLP Kirkland & Ellis LLP June 6-7 Chicago Washington, DC Kimberly A. deBeers Jason D. Osborn Skadden, Arps, Slate, Meagher Jenner & Block LLP CHAIR & Flom LLP Chicago Chicago Richard S. Radnay Hugo Dubovoy Paul Hastings LLP Baker & McKenzie LLP Chicago Chicago Daniel Schoenberg Marcelo Halpern Managing Director, Perkins Coie LLP Aon Transaction Solutions Chicago and New York City Aon Risk Services Northeast, Inc. John J. Herrold New York City Executive Director Jodi A. Simala Michael P. Lee Mergers & Acquisitions Mayer Brown LLP Reed Smith LLP J.P. Morgan Chicago Chicago Chicago Brent E. Williams Pran Jha K&L Gates LLP Sidley Austin LLP Chicago Chicago Alexander B. Young Elizabeth Kitslaar Schiff Hardin LLP Jones Day Chicago Chicago Philip L. Mowery Vedder Price P.C. Chicago

Sayoko Blodgett-Ford Ackneil M. Muldrow III New York, GTC Law Group PC and Affiliates Akin Gump Strauss Hauer & Groupcast Westwood, MA Feld LLP Jack S. Bodner New York City Locations Covington & Burling LLP J. Mark Poerio & Live Webcast New York City The Wagner Law Group Jennifer L. Chu Washington, DC June 19-20 Debevoise & Plimpton LLP Michael S. Sackheim New York City Sidley Austin LLP CHAIR Kimberly A. deBeers New York City Skadden, Arps, Slate, Meagher Melissa Sawyer & Flom LLP Sullivan & Cromwell LLP Chicago New York City Hugo Dubovoy Douglas T. Schwarz Baker & McKenzie LLP Morgan, Lewis & Bockius LLP Chicago New York City and Boston Joseph Ehrlich William B. Sorabella Executive Vice President Kirkland & Ellis LLP and Principal New York City Owens Group Insurance Benjamin E. Wallace David W. Pollak New York City Managing Director, Global Morgan, Lewis & David Leinwand Mergers & Acquisitions Bockius LLP Cleary Gottlieb Steen & Hamilton J.P. Morgan New York City New York City New York City Acquiring or Selling the Privately Held Company 2018 2018 PROGRAM DETAILS LOCATIONS, PAYMENT & CANCELLATION POLICIES, CREDITS, ETC.

PAYMENT POLICY: Registration fees are due May 16-17 in advance. Attendees may pay by check, Visa, SAN FRANCISCO MasterCard, American Express or Diners Club. PLI California Center 685 Market Street, Suite 100 CANCELLATIONS: All cancellations received 3 San Francisco, CA 94105 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time June 6-7 period, payment is due in full. You may substitute CHICAGO another individual to attend the program. University of Chicago Gleacher Center 450 North Cityfront Plaza Drive CLE/CPD CREDIT: PLI programs offer CLE Chicago, IL 60611 credit in all U.S. jurisdictions that have mandatory CLE requirements and some foreign jurisdictions with CPD requirements. Please check June 19-20 www.pli.edu/credit for credit details, eligibility and NEW YORK approval status for your particular jurisdiction(s). PLI New York Center New York: In accordance with the requirements 1177 Avenue of the Americas of the Continuing Legal Education Board, this New York, NY 10036 transitional continuing legal education course has been approved for a maximum of 15 credit hours, ATLANTA of which 10 credit hours can be applied toward the Atlanta Bar Association Professional Practice requirement, 4 credit hours 400 International Tower can be applied toward the Skills requirement, and 229 Peachtree Street NE 1 credit hour can be applied toward the Ethics Atlanta, GA 30303-1601 requirement. California: This activity is approved for MCLE credit in the amount of 12.5 hours, CLEVELAND of which 1 hour will apply to legal ethics. Cleveland Metropolitan Bar Association 1301 East 9th Street, Second Floor RECOMMENDED CPE CREDIT: 14.5 credit hours Cleveland, OH 44114-1253 (13.5 Specialized Knowledge and 1 Regulatory Ethics). Program Level: Overview. Prerequisites: INDIANAPOLIS None. Advanced Preparation: None. Practising Law Ice Miller LLP Institute is registered with the National Association One American Square, Suite 2900 of State Boards of Accountancy (NASBA), as a Indianapolis, IN 46282 sponsor of continuing professional education on the National Registry of CPE Sponsors. For PLI’s MECHANICSBURG official National Registry Statement, please visit Pennsylvania Bar Institute www.pli.edu/credit 5080 Ritter Rd. Mechanicsburg, PA 17055 SPECIAL NEEDS: If you have special needs as addressed by the Americans with Disabilities Act, NEW BRUNSWICK please notify Customer Service at least two weeks New Jersey Institute for Continuing prior to your program. Legal Education One Constitution Square New Brunswick, NJ 08901-1510 ON-DEMAND PHILADELPHIA THE EASIEST WAY TO COMPLETE Pennsylvania Bar Institute YOUR MCLE REQUIREMENT! The CLE Conference Center Over 2,500 hours of web programs, available Wanamaker Building, 10th floor, Suite 1010 whenever and wherever you need it. Center City Philadelphia, PA 19103 You can view entire programs or (Juniper St. entrance, between 13th & individual web segments 24/7, Broad Sts., opposite City Hall along with downloadable course materials. PITTSBURGH PBI Professional Development www.pli.edu/FCW8 Conference Center 339 Sixth Avenue, Suite 760 Pittsburgh, PA 15222-2517 UP-TO-THE-MINUTE EXPERTISE: PLI ONE-HOUR AUDIO BRIEFINGS More than 135 Briefings a year on topics ripped HOTEL INFORMATION straight from the headlines www.pli.edu/FCW8 and sent straight to your or call 800.260.4754 Inbox on Sundays. For a complete list of Audio Briefings, service questions, or to subscribe, visit: www.pli.edu/FCW8 REGISTRATION When registering over the phone or online, please refer to Priority Code FCW8

SCHOLARSHIPS & Attend for FREE PRO BONO INITIATIVES As a nonprofit organization, and as part of its mission, PLI San Francisco Program #221506 May 16-17 $1,895 at PLI California Center is deeply committed to the public service work of the legal or Live Webcast #234688 May 16-17 $1,895 profession. This commitment Chicago Program #221507 June 6-7 $1,895 extends to training in-house at University of Chicago Gleacher Center and private practice attorneys New York Program #221508 June 19-20 $1,895 in support of their pro bono at PLI New York Center activities, as well as training Atlanta Groupcast #228383 June 19-20 $1,895 attorneys working in legal at Atlanta Bar Association services, nonprofit , Cleveland Groupcast #228384 June 19-20 $1,895 and government agencies. at Cleveland Metropolitan Bar Association Indianapolis Groupcast #228385 June 19-20 $1,895 PLI’s pro bono efforts include: at Ice Miller LLP scholarships to attend our Mechanicsburg Groupcast #228388 June 19-20 $1,895 institutes and programs, assisting at Pennsylvania Bar Institute public interest and legal services New Brunswick Groupcast #229388 June 19-20 $1,895 organizations with their legal at New Jersey Institute for Continuing training needs, and providing Legal Education free programs in practice areas Philadelphia Groupcast #228386 June 19-20 $1,895 critical to the representation of at Pennsylvania Bar Institute low-income clients. PLI also Pittsburgh Groupcast #228387 June 19-20 $1,895 offers a free Pro Bono Privileged at PBI Professional Development Membership to IRC Section Conference Center 501(c)(3) nonprofit and legal or Live Webcast #221510 June 19-20 $1,895 services organizations, which Two-Volume Course Handbook only #221509 $240 provides their attorneys with access to PLI Live, Webcast, and On-Demand programs. In 2017, over 95,000 attorneys took advantage of PLI’s pro bono programs or scholarship opportunities. For more information on our pro bono initiatives, or to apply for a scholarship, please visit www.pli.edu/probono

ONLINE DATABASE Gain all-inclusive access to PLI’s online searchable database 24/7 access to over 90,000 documents of legal research in 25 practice areas Treatises, Course Handbooks, Answer Books, Legal Forms and Program Transcripts For more information, contact PLI at 877.900.5291, [email protected], or www.pli.edu/PLUS Now Available in the App Store!

PLI’S NATIONALLY ACCLAIMED COURSE HANDBOOKS AVAILABLE ONLINE Our Course Handbooks represent the definitive thinking of the nation’s finest legal minds, and are considered the standard reference in the field. The Handbook is prepared specifically for REGISTER TODAY this program and stands alone as a permanent reference. The Course Handbook will be available online several days prior to the program! 800.260.4754 www.pli.edu/FCW8 Log in to www.pli.edu, go to My Online Library and click on the Course Materials tab. You can review the material or prepare questions to raise at the program. All attendees will have access to the Course Handbook for one year from the program date. A Nonprofit Learning Organization

ACQUIRING OR SELLING THE PRIVATELY HELD COMPANY 2018

Practising Law Institute NON-PROFIT 1177 Avenue of the Americas ORGANIZATION U.S. POSTAGE New York, NY 10036 PAID PRACTISING LAW INSTITUTE Priority Code:FCW8