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. Tips of the Trade: Overcoming Common Challenges in M&A
6. Finish the Transaction Off Right – Competently Address Post-Closing Concerns

1. SETTING THE STAGE: PRELIMINARY CONSIDERATIONS
   8:30 - 9:45, Jeffrey A. Bartholomew
   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 - 11:00, John R. Maxfield
   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. The Use of ESOPs in M&A Transactions
   6. Joint Ventures
3. THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT
   11:00 - 12:00, Darren R. Hensley
   1. Key Provisions in Acquisition Agreements
   2. Definitions
   3. Representations and Warranties
   4. Covenants
   5. Closing Conditions
   6. Indemnification
   7. Escrows and Holdbacks
   8. Other Issues
4. SHAPING AN ETHICAL FOUNDATION
   1:00 - 2:00, Jeffrey A. Bartholomew, Darren R. Hensley and E. Lee Reichert
   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. TIPS OF THE TRADE: OVERCOMING COMMON CHALLENGES IN M&A
   2:00 - 3:15, S. Lee Terry Jr.
   1. Dealing With Specific Entities in M&A
   2. Managing the Complexities of Employee Benefits and Executive Compensation
   3. Intellectual Property Issues in Mergers and Acquisitions
   4. Challenges in Using Stock as Acquisition Consideration with Private Companies
   5. Buying a Distressed or Bankrupt Company
   6. Complying With Anti-Trust Laws
6. FINISH THE TRANSACTION OFF RIGHT – COMPETENTLY ADDRESS POST-CLOSING CONCERNS
   3:30 - 4:40, E. Lee Reichert
   1. Integration Logistics – Avoid Costly Mistakes
   2. Purchase Price Adjustments
   3. Post-Closing Disputes
   4. Material Adverse Change Clause Enforcement
   5. Interpreting Acquisition Agreements

JEFFREY A. BARTHOLOMEW is an attorney with the Denver law firm of Robinson Waters & O'Dorisio, P.C., where his areas of practice include mergers and acquisitions, corporate, commercial transactions, securities, and trademarks, copyrights and trade secrets. Mr. Bartholomew has represented numerous startup and emerging companies in manufacturing, service and technology-driven industries. His clients' transactions also include venture capital financing, private offerings, licensing of intellectual property and joint ventures. Mr. Bartholomew earned his M.B.A. and J.D. degrees from the University of Denver and his B.S. degree in engineering from the University of Arizona. He is a member of the American, Colorado and Denver bar associations, and is co-chair of the Mountain States Chapter of the Licensing Executives Society.

DARREN R. HENSLEY is a founding member and head of the corporate, securities and M&A practice group of the Denver-based law firm of Hensley Kim & Holzer, LLC. Mr. Hensley was instrumental in the growth of the firm from 2 attorneys to 16 attorneys, and 27 total employees currently. Inc. Magazine named the firm to the 2007 Inc. 5000, the 2008 Inc. 5000 and the 2009 Inc. 5000 as one of the fastest growing businesses in the United States, ranking 35th overall in the business services category and 13th overall in the Denver metropolitan area in 2007, 100th overall in the business services category and 14th overall in the Denver Metropolitan area of 2008 and 3rd overall in the business services category in the Denver metropolitan area in 2009. Mr. Hensley has practiced law in the Colorado legal market since 1990, with his practice emphasizing a wide variety of corporate, securities, mergers and acquisitions, financings, and general business law matters and transactions. He has significant experience with mergers, stock sales and purchases, asset sales and purchases, public and private offerings of debt and equity (including venture capital financings), credit facilities, initial public offerings, SEC disclosure, start-up companies and entity formation. In 2006 and 2010, 5280 Magazine named Mr. Hensley as a Colorado Super Lawyer in the business/corporate practice area. He also has published articles and lectured on mergers and acquisitions and transactional legal topics. Mr. Hensley previously practiced with the national law firms of Brobeck Phleger & Harrison LLP, Ballard Spahr Andrews & Ingersoll, and Kirkland & Ellis, and was a judicial law clerk for the Honorable Russell G. Clark, U.S. District Judge for the Western District of Missouri. He earned his B.A. degree, magna cum laude, from Missouri Western State College and Graceland College, and his M.B.A. and J.D., Order of the Coif, degrees from the University of Kansas. Mr. Hensley is a member of the Denver, Colorado (Business Law Section, Business Law Section Executive Council, co-chair - M&A Subsection, BLI Steering Committee) and American (Business Law Section) bar associations, and The Missouri Bar (Business Law Section).He is a former member of the Board of Trustees of the Legal Aid Foundation of Colorado and a current member of the Hope House of Colorado Strategic Planning Committee.

JOHN R. MAXFIELD is a partner with Holland & Hart LLP. With more than 25 years of federal income tax experience, Mr. Maxfield assists his clients in the tax aspects of structuring the formation, acquisition, disposition, spin-off, operation, recapitalizations, and liquidation of businesses and corporate joint ventures that range in size from start-ups to Fortune 100 companies. He represents taxpayers before the Internal Revenue Service at both the audit and appellate levels and his recent tax experience with MLPs includes an IPO and a restructuring of a public corporation and MLP. In addition, Mr. Maxfield has experience working on complicated tax issues related to employee stock ownership plans. He currently chairs the firm's tax practice group and strategic planning committee. Mr. Maxfield frequently writes and speaks both nationally and locally on a variety of tax-related topics, including LLCs, partnerships, tax-free exchanges, choice of entity and natural resources taxation. He is a member of the Fellows of the American Bar Foundation, LLC Subcommittee of the Partnership Committee of the American Bar Association (Tax Section, past chair), Colorado Bar Association (Tax Section, past chair) and co-author of the Colorado Limited Liability Act. Mr. Maxfield earned his B.A. and J.D. degree from the University of Wyoming, and his LL.M. degree from New York University.

E. LEE REICHERT heads the corporate and securities practice group at the Denver-based law firm of Kamlet Reichert, LLP. He is involved with a full range of corporate and commercial law for a wide variety of companies, ranging from Fortune 500 companies to emerging growth companies to startups. In addition, Mr. Reichert has extensive experience in merger and acquisition work for both purchasers and sellers, including structuring and debt and equity financing in connection with such transactions. He is a graduate of Colgate University and the University of Illinois College of Law. Mr. Reichert is admitted to practice Colorado and Illinois, and is a member of the American, Colorado and Denver bar associations. He serves as the co-managing editor of The Practitioner's Guide to Colorado Business Organizations, a treatise on Colorado corporate law published by Lexis/Nexis, and has published a number of articles on Colorado corporate law topics, many of which are available at www.kamletlaw.com. Mr. Reichert was recently reappointed to serve on the Colorado Securities Board by Governor Bill Ritter for a term ending July 2012. He is one of two attorneys on the five-member board, which provides oversight to the Colorado Securities Commissioner and aids in the formulation of policies.

S. LEE TERRY JR. is a partner with the Denver law firm of Davis, Graham & Stubbs LLP. His practice focuses on a variety of commercial and investment transactions, including mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts, as well as public and private offerings of securities. Mr. Terry also drafts and reviews annual and quarterly reports, proxy statements and various other documents filed with the SEC under the federal securities laws. In addition, he participates in litigation matters involving state or federal securities or commodities laws, and represents clients in regulatory and internal corporate investigations. Mr. Terry earned his A.B. degree, with distinction, from the University of Michigan and his J.D. degree, cum laude, from Wayne State University.

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