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, Mark D. Williamson
   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. SHAPING AN ETHICAL FOUNDATION
   9:45 - 10:45 , Mark D. Williamson
   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
3. SKILLFULLY NAVIGATE M&A TAX PROCEDURES
   11:00 - 12:15 , Scott M. Hagel
   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
4. THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT
   1:15 - 2:20 , Scott M. Hagel
   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
5. TIPS OF THE TRADE: OVERCOMING COMMON CHALLENGES IN M&A
   2:20 - 3:25, Philip E. Bauer
   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
   3:40 - 4:40, Philip E. Bauer
   1. Integration Logistics – Avoid Costly Mistakes
   2. Purchase Price Adjustments
   3. Post-Closing Disputes
   4. Material Adverse Change Clause Enforcement
   5. Interpreting Acquisition Agreements

PHILIP E. BAUER is senior corporate counsel with The Mosaic Company, where he practices in the areas of securities law compliance, corporate finance, mergers and acquisitions, and general business counseling regarding various commercial matters. He previously was in private practice with the law firm of Dorsey & Whitney LLP, having served most recently as partner in the Corporate Group. Mr. Bauer frequently speaks on topics related to mergers and acquisitions and securities law to various professional groups. He earned his B.S.F.S degree from Georgetown University and his J.D. degree from George Washington University. Mr. Bauer is a member of the Minnesota State (member, Business Law Section) and Hennepin County (member, Business Law Section) bar associations.

SCOTT M. HAGEL is a partner in the Minneapolis law firm of Henson & Efron, PA. Mr. Hagel has been an attorney for more than 10 years and focuses his practice on a full spectrum of basic to complex business issues, and transactions of all types. His practice includes commercial transactions, mergers and acquisitions, corporate finance, tax matters, shareholder disputes, and securities matters. Mr. Hagel has significant experience representing buyers, sellers, investors, and shareholders in all phases of strategic transactions across numerous industries. He also advises clients on business formation, choice of entity, corporate governance, securities offerings, and tax disputes. Mr. Hagel has been featured in the Rising Star's issue of Minnesota Law & Politics magazine in 2005, 2006, 2007, 2008 and 2009. He is a member of the American, Minnesota State and Hennepin County bar associations. Mr. Hagel earned his B.S. degree from North Dakota State University and his J.D. degree, magna cum laude, from William Mitchell College of Law.

MARK D. WILLIAMSON is a principal with the Minneapolis law firm of Gray Plant Mooty, where his areas of practice include general business, and corporate and securities law. Mr. Williamson is co-chair of his firm's mergers and acquisition department. He has extensive experience representing both public and private companies in various corporate transactions and corporate financings. Mr. Williamson lectures frequently on merger and acquisition and business law topics, and has appeared as a guest lecturer at Carlson School of Business at the University of Minnesota. He earned his B.A. degree, cum laude, from St. Olaf College and his J.D. degree, with honors, from the University of Denver College of Law. Mr. Williamson is a member of the American Bar Association (member, Business Law Section), the Minnesota State Bar Association and the Hennepin County Bar Association.

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