Seminar Number

8510

 

Early
Registration Fee:

$145

On-Site
Registration Fee:

$165

 

NEGOTIATED CORPORATE ACQUISITIONS

FEBRUARY 27, 2014

State Bar of Georgia Headquarters
104 Marietta St. NW • Atlanta

CLE Hours:
6 CLE Hours including 1 Ethics Hour

Co-Sponsor:
Business Law Section, State Bar of Georgia

Presiding:
C. William Baxley, Program Co-Chair, King & Spalding LLP, Atlanta
Steven E. Fox, Program Co-Chair, Rogers & Hardin LLP, Atlanta

7:45

Registration and Continental Breakfast
(All attendees must check in upon arrival. A jacket or sweater is recommended.)

8:25

INTRODUCTORY REMARKS
C. William Baxley
Steven E. Fox

8:30

MOCK NEGOTIATION—ACQUISITION BASICS: Buyers’ and Sellers’ Goals; Negotiation Process; Timing; Non-Tax Structural Considerations
William B. Rowland, Jones Day, Atlanta
John E. Zamer, Jones Day, Atlanta

9:15

FEDERAL INCOME TAX CONSIDERATIONS:
Basic Income Tax Consequences; Tax Goals of Buyer and Seller; Taxable v. “Tax-Free” Transactions
Peter J. Genz, King & Spalding LLP, Atlanta

10:15

BREAK

10:30

ACQUISITION OF THE PRIVATELY HELD COMPANY—NEGOTIATING AND DRAFTING THE LETTER OF INTENT AND THE STOCK PURCHASE AGREEMENT: Representations and Warranties; Covenants; Conditions; Indemnification; Termination; Ancillary Documents
B. Scott Burton, Sutherland Asbill & Brennan LLP, Atlanta
David A. Zimmerman, Sutherland Asbill & Brennan LLP, Atlanta

11:30

Lunch (Included in registration fee)

12:00
SPECIAL ISSUES WHEN ACQUIRING ASSETS AND DIVISIONS: Identification and Analysis of Assets Acquired and Liabilities Assumed; Determination of Purchase Price and Adjustments; Audits; Fraudulent Transfer, Bulk Sales and Successor Liability Issues; Shareholder Approval; Employee Benefits and Insurance Issues; Transitional Services Agreements
Michael J. “Mick” Cochran, McKenna, Long & Aldridge LLP, Atlanta
Jeremy Silverman, McKenna, Long & Aldridge LLP, Atlanta
12:45
INTELLECTUAL PROPERTY ISSUES:
Diligence Considerations; Evaluating Intellectual Property Assets, Including Validity, Scope of Rights and Use Restrictions; Dealing With Intellectual Property Issues in Purchase Agreement and Ancillary Documents, Including Licenses and Transition Services Agreements; Post-Closing and Operational Matters
Michael S. Pavento, Kilpatrick Townsend & Stockton LLP, Atlanta
1:30
BREAK
1:45
SPECIAL CONSIDERATIONS IN USING STOCK AS ACQUISITION CONSIDERATION: Liquidity; Securities Law Alternatives; Registration Rights; Form S-4 and Rule 145; Shareholder Approval; Proxy Rules; Shareholders’ Agreements; Seller’s Due Diligence; Other Issues
Elizabeth H. Noe, Paul Hastings LLP, Atlanta
2:30

Ethics: rOLE PLAYING—ADVISING THE BOARD OF DIRECTORS OF A PUBLIC COMPANY IN CONNECTION WITH A POSSIBLE SALE OF THE COMPANY: Confidentiality/Exclusivity Agreements; Letters of Intent; Timing of Disclosure; Stock v. Cash Transactions; Change of Control Transactions; Role of Investment Banker; Special Committees; Market Checks; Protecting the Deal (“Break-up” Fees/“No-Shop” and “No-Talk” Provisions/Match Rights/Stockholder Support Agreements); Fiduciary-Outs; Golden Parachutes; Role and Duty of Board of Directors; Recent Developments
Moderators:
C. William Baxley
Steven E. Fox

Panelists:
Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE
Jonathan Golden, Arnall, Golden & Gregory LLP, Atlanta
Edward J. Hardin, Rogers & Hardin LLP, Atlanta
Steven L. Pottle, Alston & Bird LLP, Atlanta

3:30
ADJOURN