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1. Setting the Stage: Preliminary Considerations
2. Drafting and Negotiating the Purchase Agreement
3. M&A Tax Consequences
4. Shaping an Ethical Foundation
5. Overcoming Common Challenges in M&A
6. Post-Closing Concerns

1. Review of Operations, Prospects and Marketplace
2. Transaction Structure Considerations
3. Drafting Confidentiality Agreements
4. Initial Meetings and Data Room Preparation
5. Letters of Intent/Term Sheets for Asset and Stock Purchase Agreements – Drafting and Negotiation Tips
6. Due Diligence
   1. Due Diligence Checklists
   2. Business Valuation – The Company's Current Condition and Value
7. Successor Liability

DRAFTING AND NEGOTIATING THE PURCHASE AGREEMENT
10:15 - 11:30, Brian J. Burt

1. Key Provisions in Purchase Agreements
2. Representations and Warranties
3. Covenants and Conditions
4. Indemnification
5. Negotiation Theory and Strategy – Case Study and Discussion
6. Pre-Closing and Closing Considerations and Checklists

M&A TAX CONSEQUENCES
12:30 - 1:30, Jeffrey B. Fugal

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. Accounting Considerations

SHAPING AN ETHICAL FOUNDATION
1:30 - 2:30, Susan M. Wissink

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

OVERCOMING COMMON CHALLENGES IN M&A
2:45 - 4:00, Susan M. Wissink

1. Dealing with Specific Entities in M&A
2. Employee Benefits and Executive Compensation
3. Intellectual Property Issues
4. Using Stock as Acquisition Consideration with Private Companies
5. Buying/Selling a Distressed or Bankrupt Company
6. Complying with Antitrust Laws

POST-CLOSING CONCERNS
4:00 - 4:40, Susan M. Wissink

1. Integration Issues – Avoid Costly Mistakes
2. Purchase Price Adjustments
3. Post-Closing Disputes
4. Material Adverse Change Clause Enforcement
5. Interpreting Purchase Agreements

BRIAN J. BURT is a partner with Snell & Wilmer L.L.P., a full-service business law firm, with over 400 attorneys practicing in eight offices throughout the western United States and Mexico. Mr. Burt also serves as chair of the firm's emerging business group. He is a business lawyer advising entrepreneurs and emerging growth companies in all stages of development, from formation to liquidity. Mr. Burt also represents banks, financial services companies, private investors and venture capital funds. He has extensive experience in corporate formation, reorganization and governance; private equity and debt financing; shareholder/owner relations, buyouts and disputes; employment and consulting agreements; employee incentive programs; general contract negotiation; supplier/manufacturing agreements; securities regulation; technology transfer and licensing; joint ventures and strategic alliances; corporate asset protection and succession planning; and mergers and acquisitions. Mr. Burt represents clients in a wide variety of industries, including banking and financial services, biotechnology, capital investment, consumer products and services, education, entertainment/media, healthcare, high tech, internet, manufacturing, marketing/public relations, medical device, nutraceuticals, outdoor, professional services, real estate development, renewable energy and software and information technology. Having previously founded, capitalized and run his own company, he brings a "real world" perspective to his practice. Mr. Burt earned his B.A. degree, summa cum laude, from Allegheny College, where he was class valedictorian and a member of Phi Beta Kappa. He earned his J.D. degree from Harvard Law School, where he served as managing editor of the Harvard Journal of Law & Public Policy.

JEFFREY B. FUGAL is a partner with the Phoenix law firm of Quarles & Brady LLP. His practice focuses on corporate, limited liability company and partnership law and transactional tax planning for businesses in connection with business formation, restructuring, recapitalizations, joint ventures, mergers and acquisitions and real estate ventures. Mr. Fugal is a frequent lecturer on various federal income tax topics. He is admitted to practice before the U.S. Tax Court. Mr. Fugal earned his B.A. degree from Brigham Young University, his J.D. degree from Indiana University and his LL.M. degree from the University of Denver. He is a member of the State Bar of Arizona (former chairperson, Tax Section), and the Maricopa and American bar associations.

SUSAN M. WISSINK is an attorney with Fennemore Craig, P.C. Ms. Wissink chairs the firm's business and finance practice and practices in the areas of mergers and acquisitions, securities, general corporate law and commercial real estate. She has represented both buyers and sellers in numerous complex transactions, including asset and stock based acquisitions and sales, mergers and other business reorganizations. Ms. Wissink has presented at numerous seminars on her main areas of practice. She is a director and immediate past chair of the Arizona Humane Society, president of the P.A.N.D.A., director of the Children's Museum of Phoenix, member of the State Bar of Arizona (Appointments Committee), member of the American Bar Association-Young Lawyers Division (Leadership Advisory Board and Executive Committee), member of the State Bar of California and administrative director of the American Bar Association-Young Lawyers Division. Ms. Wissink is recognized for corporate law by the Best Lawyers in America. She earned her B.A. degree from Northwestern University and her J.D. degree, cum laude, from Arizona State University.

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