Speaking Engagement
PLI's Acquiring or Selling the Privately Held Company 2017
Wednesday, May 17 3:45 PM CDT to 4:45 PM CDT
Chicago
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
Analyze the terms of an acquisition agreement
Develop successful negotiation strategies
Use letters on intent to maximize strategic advantage
Structure and negotiate ern-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
Copey with the special problems associated with acquisitions of divisios 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-US laws govern part or all of a deal
Chairperson
Michael P. Lee ~ Reed Smith LLP
Speakers
Oscar A. David ~ Winston & Strawn LLP
Kimberly A. deBeers ~ Skadden, Arps, Slate, Meagher & Flom LLP
Hugo Dubovoy ~ Baker & McKenzie LLP
Marcelo Halpern ~ Perkins Coie LLP
Pran Jha ~ Sidley Austin LLP
Matthew D. Keiser ~ Kirkland & Ellis LLP
Elizabeth Kitslaar ~ Jones Day
Michael Macakanja ~ Managing Director, Mergers & Acquisitions, J.P. Morgan
Amit Mehta ~ Paul Hastings LLP
Michelle L. Moore ~ Reed Smith LLP
Philip L. Mowery ~ Vedder Price
Daniel Schoenberg ~ Managing Director, Aon Transaction Solutions, Aon Risk Services Northeast, Inc.
Jodi A. Simala ~ Mayer Brown LLP
Brent E. Williams ~ K&L Gates LLP
Alexander B. Young ~ Schiff Hardin LLP
May 17, 2017 at 2:45PM
Earn-outs and Fiduciary Duties in Private Transactions**Structuring and Negotiating Earn-Outs
**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
Speaker: Amit Mehta, Paul Hastings LLPChicago Seminar LocationUniversity of Chicago Gleacher Center450 N. Cityfront Plaza DriveChicago, IL 606011
