Negotiated Corporate Acquisitions

Seminar Number 096968 CLE Hours (Self-Study Only) 6 CLE Hours including 1 Ethics Hour	NEGOTIATED CORPORATE ACQUISITIONS
	RECORDED JANUARY 8, 2009
	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
	INTRODUCTion and program overview C. William Baxley Steven E. Fox
	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
	RESPONSIBILITIES OF M&A PROFESSIONALS: Ethical, Corporate Governance and Related Issues Facing Attorneys, Auditors, Insiders and Others in M&A Transactions Michael J. Delaney, Kilpatrick Stockton LLP, Atlanta
	ACQUISITION OF THE PRIVATELY HELD COMPANY – DRAFTING THE STOCK PURCHASE AGREEMENT: Representations and Warranties; Covenants; Conditions; Indemnification; Termination Thomas B. Hyman, Jr., Sutherland Asbill & Brennan LLP, Atlanta David A. Zimmerman, Sutherland Asbill & Brennan LLP, Atlanta
	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 William “Cal” Smith, Troutman Sanders LLP, Atlanta
	ACQUISITION OF THE TROUBLED OR BANKRUPT COMPANY: Overview of Section 363 Sales; Advantages of Acquiring a Troubled Company Out of Bankruptcy; Differences in Deal Terms; Strategies for Maximizing the Chances of a Successful Deal Paul K. Ferdinands, King & Spalding LLP, Atlanta
	THE M&A ARENA – TRENDS AND RECENT DEVELOPMENTS: Case Law; Legislative and Regulatory Developments; Auction Process and Participants; Financing Alternatives; Deal Terms and Structure Moderator: Frank Layson, Paul, Hastings, Janofsky & Walker LLP, Atlanta Panelists: Gerald R. Benjamin, Atlanta Equity Investors, LLC, Atlanta Charles W. Mills, Macquarie Securities (USA) Inc., Atlanta Sam Snider, LexisNexis Group, Atlanta Holly E. Stroud, GE Energy, Atlanta
	ROLE PLAYING – ADVISING THE BOARD OF DIRECTORS IN CONNECTION WITH A PUBLIC COMPANY ACQUISITION: Confidentiality and Exclusivity Agreements; Letters of Intent; Timing of Disclosure; Stock v. Cash Transactions; Change of Control Transactions; Special Committees; Market Checks; Protecting the Deal (Stock Options, Bust-up Fees, “No-Shop” Provisions, Voting Lock-ups); 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 J. Vaughn Curtis, Alston & Bird LLP, Atlanta Jonathan Golden, Arnall, Golden & Gregory LLP, Atlanta Edward J. Hardin, Rogers & Hardin LLP, Atlanta