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, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

What you will learn

You will learn how to:

• 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:
  • Employee benefits
  • Labor and employment
  • 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

Reed Smith Partner Michael Lee is the chair of this program. He will also be part of a panel entitled "Mock Negotiation and Analysis of Form of Acquisition Agreement." Topics will include:

• 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

Michael will be joined by partners Seth Hemming and Bradley Schmarak who will be presenting "Dealing with Financial Sponsors." This panel will review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including:

• Financing commitments
• Capital structure
• Management equity participation
• The effects of a finite fund life on indemnification

For more information, or to register, visit pli.edu.