Why you should attend

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 entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company. You will also gain an understanding of the key tax, employee benefits, intellectual property and environmental issues that arise and how to address them. Plus, you will learn about techniques and strategies essential to successful negotiations.

What you will learn

• Analyze the terms of an acquisition agreement
• Develop successful negotiation strategies
• Use letters of intent to maximize strategic advantage
• Structure and negotiate earn-outs and critical risk allocation provisions
• Spot and deal with the key issues that arise in non-corporate law areas, such as: tax, employee benefits,  intellectual property, and environmental
• 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

Reed Smith Partner Howard Shecter is the chair of this event.  He will be participating in three panels during this seminar.  The first, entitled "Letters of Intent and Other Preliminary Considerations," will cover:

• The elements and purposes of a letter of intent
• Advantages and disadvantages in using a letter of intent
• Impact on negotiating strategy and bargaining leverage
• Early deal considerations and planning issues

The second panel, entitled "Mock Negotiation and Analysis of Form of Acquisition Agreement," will cover:

• Analysis of form of agreement and principal sections from both the buyer's and seller's perspectives
• Representations and warranties
• Conduct of business prior to closing
• Conditions precedent to closing
• Seller's disclosure schedules
• Key differences between stock and assets purchase agreements

The third panel, entitled "Structuring and Negotiating Earn-Outs," will cover the problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction:

• Formulas
• Disputes
• Accounting and tax issues
• Effect on indemnification

Reed Smith Partner Carina Tan will also be speaking on the Intellectual Property panel.  The panel will review principal intellectual property issues including:

• Patents
• Trademarks
• Copyrights
• Trade secrets
• Other proprietary information and know-how

Visit PLI's Acquiring or Selling the Privately Held Company 2011 website for more information.