This practical instruction will guide you through the principles and procedures involved in mergers and acquisitions so you can structure the best deal for your business client. Anticipate and overcome obstacles by identifying areas that commonly pose challenges during these transactions. Our experienced faculty shares the benefit of their insights and knowledge enabling you to avoid mistakes and successfully facilitate the process. Order today!

1. M&A Overview
2. Setting the Stage: Preliminary Considerations
3. Due Diligence & Ethical Issues
4. Skillfully Navigating M&A Tax Issues
5. The Nuts and Bolts of Drafting and Negotiating the Acquisition Agreement
6. Other Legal and Regulatory Considerations
7. Post-Closing Concerns

Continuing Education Credits:   

Continuing Legal Education

Credit Hrs    State    Credit Approval Expiration

* denotes specialty credits

All times are shown in Eastern Time

1. M&A OVERVIEW
   11:00 AM - 11:30, Andrew J. Sherman and John E. Welch
1. Current Trends in M&A
2. Capital Markets Overview
3. Global M&A Trends
2. SETTING THE STAGE: PRELIMINARY CONSIDERATIONS
   11:30 - 12:45, Alejandro (Alex) Badillo, Christopher Helmrath and Andrew J. Sherman
1. Drafting Confidentiality Agreements - Sample Agreement
2. Sample Letters of Intent for Asset and Stock Purchase Agreements - Drafting Tips
3. The Role of the Investment Banker
4. Negotiating the Investment Banking Agreements
3. DUE DILIGENCE & ETHICAL ISSUES
   12:45 - 1:45, Andrew J. Sherman and John E. Welch
1. Business Consideration and Strategies
2. Legal Due Diligence
3. Best Practices
4. Ethical and Due Diligence Checklists and Confidentiality Considerations
4. SKILLFULLY NAVIGATING M&A TAX ISSUES
   1:55 - 2:30, Andrew M. Eisenberg
1. Tax-Deferred Reorganizations
2. Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
3. Taxable vs. Tax-Free Acquisitions
4. Negotiation of Key Tax Issues and Allocations
5. THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT
   3:00 - 4:00, Alan J. Schaeffer, Andrew J. Sherman and John E. Welch
1. Key Provisions in Stock Purchase Agreements
2. Key Provisions in Asset Purchase Agreements
3. Representations and Warranties
4. Covenants and Conditions
5. Indemnification
6. Negotiation Theory and Strategy - Case Study and Discussion
7. Using ADR in Acquisition Negotiations
8. Pre-Closing, Closing and Post-Closing Considerations and Checklists
6. OTHER LEGAL AND REGULATORY CONSIDERATIONS
   4:10 - 5:10, Panel
1. Environmental
2. Employee Benefits
3. Antitrust
4. Intellectual Property
7. POST-CLOSING CONCERNS
   5:10 - 5:50, Andrew J. Sherman and John E. Welch
1. Integration Logistics - Avoid Costly Mistakes
2. Purchase Price Adjustments
3. Post-Closing Disputes and ADR
4. Material Adverse Change Clause Enforcement

ALEJANDRO (ALEX) BADILLO is an associate with Jones Day. Mr. Badillo's practice encompasses many transactional areas including mergers and acquisitions, securities offerings and compliance, venture capital transactions, private equity, and project finance. He is co-author of "Marriage Rehearsal: How to Prepare for the Deal," The Journal of Corporate Accounting & Finance, Volume 18, Number 2, January/February 2007. Mr. Badillo is a co-professor of the Lex Mercator and Georgetown University Law Center online courses on mergers and acquisitions and legal and strategic due diligence. He earned his B.A. degree from Haverford College and his J.D. degree from Columbia University.

ANDREW M. EISENBERG is a partner with Jones Day. Mr. Eisenberg advises clients on a wide range of federal income tax issues related to corporate mergers and acquisitions. His practice includes taxable and tax-free stock and asset acquisitions and dispositions, post-acquisition restructurings, incorporation transactions, liquidating and non-liquidating distributions, application of the consolidated return regulations, and general tax consequences of transactions between shareholders and corporations. Prior to joining Jones Day, Mr. Eisenberg was a partner in the national tax office of a Big Four accounting firm and an attorney-advisor in the Office of Associate Chief Counsel (Corporate) of the Internal Revenue Service. He is an adjunct professor of taxation at Georgetown University Law Center and teaches advanced corporate reorganizations. Mr. Eisenberg earned his B.S. degree from Mercer University, his M.S. degree from American University, his J.D. degree from California Western School of Law and his LL.M. degree from Georgetown University.

CHRISTOPHER HELMRATH is the managing director of SC&H Capital and has more than 25 years of financial services experience representing public and privately held companies. Mr. Helmrath's consulting practice concentrates in the following areas: corporate divestitures and acquisitions; raising debt and equity financing; management consulting; business valuations; and transaction advisory services. He brings an excellent depth of experience across many industries including federal government contracting, information technology, banking and financial services, manufacturing, distribution, consumer products, business services, automobile dealers and not- for- profit institutions. Mr. Helmrath was named one of SmartCEO Magazine's "Top Advisors" in Maryland, and was recognized by the Baltimore Business Journal as one of "40 Under 40" business leaders in the Baltimore business community. He is a frequent national and regional speaker and author on many issues affecting corporate finance, mergers & acquisitions, strategic planning, capital markets and business valuation. Mr. Helmrath holds academic positions in two graduate schools of business from Johns Hopkins University and Loyola College. He currently serves as the director of the MBA Capstone Program at Johns Hopkins University in addition to teaching within the program.

ALAN J. SCHAEFFER is a partner with Jones Day. Mr. Schaeffer counsels clients on corporate, transactional, and regulatory matters related to franchising and licensing, mergers and acquisitions, and capital formation and securities. He regularly advises manufacturers, licensors, and franchisors on franchise and distribution systems development, implementation, and channel management. Mr. Schaeffer also counsels clients on matters related to mergers and acquisitions, debt and equity financing strategies, commercial contracts, entity structuring, joint ventures and strategic alliances, IP licensing, employment agreements, and stock incentive plans. Prior to attending law school, he was an information systems analyst with a major insurance company. Mr. Schaeffer is a member of the American Bar Association Section of Business Law and the Forum on Franchising. He earned his B.S. degree from Cornell University and his J.D. degree from the University of Pennsylvania.

PAUL L. SHARER is a partner with Jones Day. Mr. Sharer counsels clients in the areas of intellectual property procurement and enforcement as well as structuring license and joint venture deals, with a focus on technological developments in the life sciences and business methods (including pharmaceuticals, biotechnologies, drug delivery, medical devices, and financial instruments). He has extensive experience in assisting clients with worldwide intellectual property protection strategies, as well as U.S. patent interferences, patent litigation, and exploitation of patent rights. In 2004, Mr. Sharer was featured in the cover story of the business section of The Washington Post article entitled "Wanted: Legal Superstars." He earned his B.S. degree from Drexel University and his J.D. degree from Widener University.

ANDREW J. SHERMAN is a partner in the Washington, D.C. office of Jones Day which has more than 2,400 attorneys worldwide. Mr. Sherman is a recognized international authority on the legal and strategic issues affecting small and growing companies. He is an adjunct professor in the Masters of Business Administration (MBA) program at the University of Maryland, and Georgetown University where he has taught courses on business growth, capital formation and entrepreneurship for more than 20 years. Mr. Sherman is the author of 17 books on the legal and strategic aspects of business growth and capital formation. His 18th book, Road Rules Be the Truck Not the Squirrel, is an inspirational book which was published in the fall of 2008.

JOHN E. WELCH is a partner with Jones Day. Mr. Welch has more than 26 years of experience representing companies in a broad range of industries, primarily concentrating on complex cross-border mergers and acquisitions, joint ventures, corporate governance, and general corporate counseling. His diverse experience includes service as executive vice president and general counsel of a telecommunications company. As an international corporate lawyer, Mr. Welch has practiced law in London, Los Angeles and Washington, DC. He lectures regularly on M&A and related corporate law topics. Mr. Welch earned his B.A. degree, with highest distinction, from the University of Nebraska-Lincoln and his J.D. degree, magna cum laude, from Harvard University.

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