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, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   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 - 11:15, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   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
   11:15 - 12:30, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   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
   1:30 - 2:30, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   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
   2:45 - 3:45, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   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
   3:45 - 4:40, Robert C. Anderson, Robert J. Jirovec and Berna L. Rhodes-Ford
   1. Integration Logistics – Avoid Costly Mistakes
   2. Purchase Price Adjustments
   3. Post-Closing Disputes
   4. Material Adverse Change Clause Enforcement
   5. Interpreting Acquisition Agreements

ROBERT C. ANDERSON is a partner in the Las Vegas office of Holland & Hart LLP, where he practices in the areas of corporate structuring, the structure and taxation of complex real estate transactions, mergers and acquisitions and all aspects of federal income tax law. He has been profiled in Corporate Counsel Magazine as one of the best corporate lawyers in Nevada, and also has been listed in The Best Lawyers in America in both corporate law and tax law. A former adjunct professor at Golden Gate University, where he taught classes in corporate reorganizations, Mr. Anderson currently teaches as a guest lecturer at the University of Nevada, Reno and University of Nevada, Las Vegas. He has co-written numerous materials for CLE presentations on federal income tax law and limited liability companies. He is also a regular speaker on all topics related to real estate, partnership and corporate transactions. He is also a former chairman of the Tax Section of the State Bar of Nevada. Mr. Anderson earned his B.A. and J.D. degrees from the University of Florida. He has an LL.M. degree in taxation from McGeorge School of Law and is a certified public accountant in Nevada. Mr. Anderson is a member of the Washoe County, the Clark County and the American bar associations, and the State Bar of Nevada. In addition, he is involved in a number of charitable and nonprofit organizations.

ROBERT J. JIROVEC has been helping owners sell, buy, or raise capital for their businesses since 1996. Previously, Mr. Jirovec was an executive office partner in the international accounting firm of Deloitte Touche. He is the president and majority owner of CJK Securities Inc., a licensed broker/dealer (member of FINRA) that specializes in merger, acquisition and sales of medium sized companies. Mr. Jirovec is a certified public accountant and holds several security licenses.

BERNA L. RHODES-FORD is of counsel to the law firm of Holland & Hart LLP, where her practice areas include the representation of business organization from formation to sale, including advice on day to day legal issues, corporate structuring, and mergers and acquisitions, with an emphasis on healthcare providers. Prior to joining the firm Ms. Rhodes-Ford worked as a senior corporate counsel for one of the nation's largest occupational healthcare companies, where she was directly responsible for all employment law matters affecting the company. As an attorney with both private law firm and in-house experience, Ms. Rhodes-Ford is uniquely qualified to represent healthcare providers and corporate clients. Ms. Rhodes-Ford has served as a law clerk to the Honorable Johnnie B. Rawlinson of the U.S. Court of Appeals, Ninth Circuit. She has also served as legislative assistant to the Honorable Eddie Bernice Johnson, U.S. House of Representatives, 30th District. Ms. Rhodes-Ford has lectured and written on her areas of practice. She earned her B.S. degree in business administration from Southern Methodist University, her B.A. degree in psychology from Southern Methodist University and her J.D. degree from the University of Texas School of Law. Her memberships include the National Association of Women Business Owners, Southern Nevada Chapter (president), American Bar Association (member, Health Law Section, Business Law Section), American Health Lawyers Association and Healthcare Financial Management Association.

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