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. Business Valuation (Includes Case Study)
6. Tax Implications of the Deal Structure (Includes Case Study)
7. Ethics in M&A

1. Stages of the M&A Process: A High-Level Walk-Through
   9:00 - 9:45, Matthew S. Parrish
   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, Kimberly J. Schaefer
   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 - 11:45, Matthew S. Parrish
   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)
   12:45 - 1:45, Kimberly J. Schaefer
   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. Business Valuation (Includes Case Study)
   1:45 - 2:30, John D. Cottingham
   1. Introductory Concepts
   2. Valuation Approaches - Asset, Income and Market
   3. Discounted Cash Flow (DCF) Method
   4. Calculating the Value of Your Target - Case Study
   5. Premiums and Discounts
   6. Valuation Considerations
6. Tax Implications of the Deal of Structure (Includes Case Study)
   2:45 - 3:30, John D. Cottingham
   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
7. Ethics in M&A
   3:30 - 4:30, Matthew S. Parrish
   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

JOHN D. COTTINGHAM is an attorney at the Cincinnati office of Thompson Hine LLP, where he focuses his practice on mergers and acquisitions, securities, corporate finance, private equity, commercial contracts and investment management. Mr. Cottingham has previously lectured for National Business Institute on M&A issues and is a former M&A banker. He is admitted to practice in Ohio and New York and is a member of the Cincinnati Bar Association. Mr. Cottingham earned his B.S.E. degree from the University of Michigan and his J.D. degree from New York University School of Law.

MATTHEW S. PARRISH is a member of the Cincinnati law firm of Cors & Bassett, LLC. Mr. Parrish focuses his practice on business law, mergers, acquisitions and divestitures, securities law and taxation. He has served in the past as chairs of the Cincinnati Bar Association Corporate and Securities Law Committee, as well as the Cincinnati Bar Association Corporate Counsel Committee. Mr. Parrish earned his B.A. degree, summa cum laude, from Kent State University and his J.D. degree from the University of Cincinnati.

KIMBERLY J. SCHAEFER is an attorney in the Cincinnati office of Vorys, Sater, Seymour and Pease LLP. Ms. Schaefer concentrates her practice on financial institutions, securities, franchising and general corporate matters. She regularly represents companies on public and private securities offerings, mergers and acquisitions, contract negotiations, and franchising issues. Additionally, Ms. Schaefer works closely with clients to ensure continued compliance with securities and banking laws and to develop best practices in the corporate governance and executive compensation areas. She has spoken publicly on NYSE Rule 452 amendments, TARP and the Capital Purchase Program, executive compensation, Sarbanes-Oxley Act of 2002, Whistleblower and Internal Controls, as well as the Gramm-Leach-Bliley Act - Customer Privacy. Ms. Schaefer is a member of the Cincinnati Bar Association. She earned her B.S. degree, summa cum laude, from Miami University and her J.D. degree, magna cum laude, from Duke University School of Law.

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