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Acquiring Or Selling the Privately Held Company 2018.Pdf A Nonprofit Learning Organization ACQUIRING OR SELLING THE PRIVATELY HELD COMPANY 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) Attend for FREE REGISTER TODAY 800.260.4754 www.pli.edu/FCW8 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 corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned TOPICS INCLUDE entrepreneurial enterprise. You will learn about the • Analyze the terms of an special issues that apply when a private equity 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 employment, 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 law areas, practice, in-house counsel, and other business 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 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 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 • Valuation 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 COMPANIES 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 stock 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 • Contracts, non-compete agreements, and • Capital structure employee benefits • Management 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 • Accounting 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
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