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

Continuing Education Credits:   

* denotes specialty credits

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

SHAPING AN ETHICAL FOUNDATION
9:30 - 10:30, Steven Cohen

1. The Rules of Professional Conduct – Overview
2. Defining the Role of Advisor at the Outset to Avoid Conflicts of Interest
3. Define the Role of Other Professional Advisors, e.g., accountants, investment bankers, consultants
4. Do's and Dont's of Dealing with Other Professionals
5. Exercising Independent Professional Judgment on Behalf of Your Client
6. Post-Closing Ethical Considerations - Announcements, Tombstones, Disclosures

M&A TAX CONSEQUENCES
10:45 - 12:00 and 1:00 - 1:45, Peter T. Beach

1. Corporations: Taxable vs. Tax-Free Acquisitions
2. Pass-Through Entities: Special Considerations
3. Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
4. State Tax Considerations

DRAFTING AND NEGOTIATING THE PURCHASE AGREEMENT
1:45 - 2:45 and 3:00 - 3:30, Michael J. Drooff

1. What are the Characteristics of the Buyer and the Seller(s)?
2. What are the Preferences and Needs of the Buyer and Seller(s)? Determining Negotiating Strategy
3. Documenting the Purchase Price Provisions
4. Representations and Warranties
5. Covenants and Conditions
6. Termination Provisions
7. Indemnification and Remedies
8. ADR Provisions for Post-Closing Disputes

OVERCOMING COMMON CHALLENGES IN M&A
3:30 - 4:40, Scott E. Pueschel

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

PETER T. BEACH is a shareholder of the law firm of Sheehan Phinney Bass + Green PA, where he is chairman of the tax department. He had also been a partner in the San Francisco office of Ernst & Young's National Office West and an associate with Miller & Chevalier in Washington, D.C. Mr. Beach's practice has focused on federal, state, local and international taxation since 1984. His practice includes tax consulting relating to mergers and acquisitions, joint ventures, spin-offs and tax-free reorganizations, partnerships, S corporations and limited liability companies. Mr. Beach also is a frequent contributor to professional journals and speaks often at tax seminars. He earned his B.A. degree from Maharishi University of Management and his J.D. degree from Cornell Law School. Mr. Beach is a member of the New Hampshire Bar Association, the State Bar of California and District of Columbia Bar.

STEVEN COHEN is a shareholder of Devine, Millimet & Branch, Professional Association and represents business owners and high net worth individuals and their families with their business and estate planning needs. He devotes a significant portion of his practice to mergers and acquisitions and assists clients who are selling their business or buying a business. With more than 25 years of experience as a business counselor, combined with his background as both a certified public accountant and having a Master's degree in taxation, Mr. Cohen assists clients in addressing every aspect of the deal, from planning and papering the transaction to signing documents and thereafter assisting clients in updating their estate planning documents and addressing clients' estate planning needs. He is a member of the New Hampshire Bar Association, Massachusetts Bar Association, New Hampshire Society of Certified Public Accountants and New Hampshire Estate Planning Council. Mr. Cohen earned his B.S. degree from The Wharton School of The University of Pennsylvania, his J.D. degree from Boston University School of Law and his Master's degree from Boston University School of Law.

MICHAEL J. DROOFF is a shareholder in the law firm of Sheehan Phinney Bass + Green PA, where he practices in the mergers and acquisitions, and securities and venture capital practice groups. His work regularly includes large, middle market and small acquisition transactions in the managed healthcare, software, computer hardware and other industry sectors. Mr. Drooff represents both buyers and sellers and negotiates and documents stock sales, mergers and asset sales. He has played a leading role in various public company mergers and tender offers. Prior to joining Sheehan Phinney Bass + Green PA in 1992, he practiced with a major New York City law firm. Mr. Drooff earned his A.B. degree, cum laude, from Dartmouth College and his J.D. degree from the University of Chicago Law School. He is a member of the New York State and New Hampshire bar associations.

SCOTT E. PUESCHEL is a partner in the law firm of Pierce Atwood LLP, where he practices in the areas of corporate law, venture capital, mergers and acquisitions, and securities. He currently teaches mergers and acquisitions at the University of New Hampshire School of Law. Mr. Pueschel earned his B.S.F.S. degree from Georgetown University and his J.D. degree from Boston College. He is a member of the New Hampshire Bar Association and is admitted to practice in Massachusetts and Virginia.

MICHAEL B. TULE is of counsel with McLane Graf Raulerson & Middleton, Professional Association. His main areas of practice are mergers and acquisitions, corporate governance, and business formation. Mr. Tule is a member of the New Hampshire and Nashua bar associations. He earned his B.A. degree from the University of Vermont and his J.D. degree from Northeastern University School of Law.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

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Phone: 866-240-1890

Email: credit@nbi-sems.com