Let experienced practitioners 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 to these transactions, and gain insights and knowledge that will help you avoid mistakes and successfully facilitate the process. Order today!

1. Setting the Stage: Preliminary Considerations
2. Skillfully Navigate M&A Tax Procedures
3. The Nuts and Bolts of Drafting and Negotiating the Acquisition Agreement
4. Shaping an Ethical Foundation
5. Finish the Transaction Off Right – Competently Address Post-Closing Concerns
6. Question and Answer

1. SETTING THE STAGE: PRELIMINARY CONSIDERATIONS
   8:30 - 9:45, Robert E. Riley Jr.
   1. Buyers, Marketplace, Value and Price
   2. Financing the Deal
   3. Valuating the Business – Find Out the Company's Current Condition and Value
   4. Structuring the Transactions
   5. Drafting Confidentiality Agreements – Sample Agreement
   6. Sample Letters of Intent for Asset and Stock Purchase Agreements – Drafting Tips
   7. Legal and Financial Due Diligence Checklists
   8. Disclosure Statement Preparation
   9. Successor Liability
2. SKILLFULLY NAVIGATE M&A TAX PROCEDURES
   10:00 - 11:10, Christopher D. Brockett
   1. Tax-Deferred Reorganizations
   2. Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
   3. Taxable vs. Tax-Free Acquisitions
   4. State and Local Tax Considerations
   5. Effective Financing Strategies
   6. Joint Ventures
   7. Tax Accounting Considerations
3. THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT
   11:10 - 12:10, Robert E. Riley Jr.
   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
4. SHAPING AN ETHICAL FOUNDATION
   1:10 - 2:15, Christopher D. Brockett
   1. The Rules of Professional Conduct – Overview
   2. Clearly Define the Role of Advisor at the Outset to Avoid Conflicts of Interest
   3. Exercising Independent Professional Judgment on Behalf of Your Client
   4. How to Avoid Prejudicing or Damaging Clients' Interests During Representation
5. FINISH THE TRANSACTION OFF RIGHT – COMPETENTLY ADDRESS POST-CLOSING CONCERNS
   2:30 - 3:40, Robert L. Ost
   1. Integration Logistics – Avoid Costly Mistakes
   2. Purchase Price Adjustments
   3. Post-Closing Disputes
   4. Material Adverse Change Clause Enforcement
   5. Interpreting Acquisition Agreements
6. QUESTION AND ANSWER
   3:40 - 4:40, Christopher D. Brockett, Robert E. Riley Jr. and Robert L. Ost

CHRISTOPHER D. BROCKETT is an attorney with the Law Offices of Christopher D. Brockett, P.A., where he concentrates his practice in the areas of taxation law planning (federal and state), business organizations, corporate taxation, formation and business succession planning, limited liability companies, mergers, acquisitions and divestitures, estate and gift taxation, probate, estate and trust administration, estate planning, and probate, trust and tax litigation. Mr. Brockett is admitted to practice in Arkansas and before the U.S. District Court (Eastern and Western District of Arkansas) and the U.S. Tax Court. He is an adjunct professor at the University of Arkansas at Little Rock, William H. Bowen School of Law. Mr. Brockett teaches partnership taxation and advanced federal income taxation. He has also spoke at numerous seminars on the subjects of mergers and acquisitions, buying and selling your business, business planning and estate planning. Mr. Brockett is a member of the Arkansas and Pulaski County bar associations. He earned his B.S. degree from Arkansas Tech University, J.D. degree from the University of Arkansas at Little Rock, William H. Bowen School of Law and LL.M. degree in taxation from the University of Miami School of Law.

ROBERT L. OST is a senior associate in the corporate finance and securities practice group of the law firm of Kutak Rock LLP. Mr. Ost has experience representing a variety of clients in the areas of mergers and acquisitions, corporate finance, public and private debt and equity offerings, securities law compliance, corporate governance and general corporate matters. He also advises non-profit organizations with respect to formation and governance matters and exemption from federal and state taxation. Mr. Ost received an LL.M. degree in taxation from the University of Florida and his J.D. degree from the Thomas M. Cooley Law School.

ROBERT E. RILEY JR. is a partner at the law firm of Kutak Rock LLP, and a member of the firm's corporate finance practice. Mr. Riley advises clients in connection with public and private securities offerings, mergers and acquisitions, banking regulatory matters and general corporate legal matters including SEC and exchange reporting obligations. His broad experience includes the banking and capital markets industries, the timeshare industry, telecommunications, and the data marketing industry. He is admitted to practice in Arkansas and is licensed as a certified public accountant in the Commonwealth of Massachusetts. Mr. Riley earned his B.A. degree from Williams College, his J.D. degree from the University of Denver College of Law, and his M.S.A. degree from Bentley College Graduate School of Business.

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