1. Stages of the M&A Process: A High-Level Walk-Through
2. Legal Due Diligence
3. Negotiating the Deal (Includes Case Study)
4. Drafting Acquisition Documents (Practical Mechanics and Examples)
5. Tax Implications of the Deal Structure (Includes Case Study)
6. Case Law Update
7. Ethics in M&A

1. Stages of the M&A Process: A High-Level Walk-Through
   9:00 - 9:45, Kevin M. Mueller
   1. The Attorney's Role Throughout the Transaction
   2. Pre-Deal Preparation
   3. From Initial Meetings to Negotiating Terms
   4. Signing and Closing - What is Expected
   5. Securities Disclosure and Filing Requirements
   6. Checklist and Resources
2. Legal Due Diligence
   9:45 - 10:30, Jack Gravelle
   1. Initial Steps and Considerations
   2. Identifying and Obtaining the Essential Information and Documents (Includes Checklist)
   3. What to Look for/Red Flags
   4. Commonly Encountered Complications
   5. The Due Diligence Report - Key Elements and Considerations
3. Negotiating the Deal (Includes Case Study)
   10:45 - 12:00, Kevin M. Mueller
   1. Purchase Price Adjustments and Earnouts
   2. Representations and Warranties
      1. The "No Undisclosed Liabilities" Representation
      2. The "Full Disclosure (10b-5)" Representation
      3. Survival of Representations and Warranties
      4. "Anti-Sandbagging" Provisions
   3. "Material Adverse Changes" Provisions (MAC)
   4. Restrictive Covenants for Owners/Key Employees
   5. Intellectual Property and Intangible Asset Protection
   6. Employment Agreements/Stay Bonuses
   7. Closing Conditions
   8. Termination Provisions
   9. Indemnification - Indemnity Baskets, Indemnity Caps
4. Drafting Acquisition Documents (Practical Mechanics and Examples)
   1:00 - 2:00, Jack Gravelle
   1. Letters of Intent/Term Sheets
   2. Confidentiality Agreements
   3. The Acquisition Agreement - Stock Purchase
   4. The Acquisition Agreement - Asset Purchase
   5. Bill of Sale
   6. Shareholder/Board of Directors Resolutions
5. Tax Implications of the Deal Structure (Includes Case Study)
   2:00 - 2:45, Eric D. Duffee
   1. Stock vs. Asset Purchases
   2. Acquisitions of Partnership and LLC Interests
   3. Allocation of Purchase Price
   4. Tax Elections -338(h)(10) and 754
   5. Subsidiary Transactions
6. Case Law Update
   3:00 - 3:30, Kevin M. Mueller
   (Agreement Interpretation, Successor Liability, Breach of Fiduciary Duty, Representations and Warranties)
7. Ethics in M&A
   3:30 - 4:30, Eric D. Duffee
   1. Who is the Client?
   2. Conflicts of Interest
   3. Negotiating M&A Engagement Letters (With an Eye to Preventing Future Disputes)
   4. Communications During the Transaction
   5. When the Transaction Turns Ugly
   6. Fiduciary Duties of Directors
   7. Maintaining Confidential Information

ERIC D. DUFFEE is an attorney with the law firm of Kegler, Brown, Hill & Ritter Co., LPA. Mr. Duffee focuses his practice primarily in the areas of business, intellectual property and estate planning. He advises buyers and sellers in acquisition transactions, including mergers, asset purchases, stock purchases and reorganizations (both domestic and international). He also has experience in deal structuring and negotiation and regularly counsels clients on all legal aspects of business combinations. Mr. Duffee is a member of the Columbus, Ohio State and American bar associations. He earned his B.A. degree, summa cum laude, from Drake University and his J.D. degree, summa cum laude, from The Ohio State University Moritz College of Law. Mr. Duffee was named an Ohio Rising Star by Law & Politics magazine for 2010.

JACK GRAVELLE is an attorney in the Columbus office of Porter Wright Morris & Arthur LLP. Mr. Gravelle assists public companies with corporate governance, securities laws compliance and the reporting obligations of the Securities and Exchange Commission. He also advises various business entities regarding formation, raising capital, commercial refinancing, contractual arrangements, general corporate law and mergers and acquisitions. He has served as an adjunct professor in the Capital University Law School Paralegal Program since 2007. Mr. Gravelle is a member of the Ohio State and Columbus bar associations. He earned his B.A. degree, summa cum laude, from The Ohio State University and his J.D. degree, summa cum laude, from The Ohio State University Moritz College of Law.

KEVIN M. MUELLER is an associate in Schottenstein Zox & Dunn Co., LPA's mergers and acquisitions and corporate finance practice areas. Mr. Mueller represents clients on mergers and acquisitions, particularly private equity investments and transactions; various financing transactions, including debt and equity offerings; and general corporate matters such as entity formation and reorganization, commercial transactions, and product licensing and distribution arrangements. He handles matters for the firm's clients and at all levels of the capital structure in a wide range of industries, including the payments, banking and financial supply chain industry, manufacturing financial services, technology and life sciences. He earned his B.S. and J.D. degrees from The Ohio State University.

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