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. M&A Tax Consequences
3. Drafting and Negotiating the Purchase Agreement
4. Shaping an Ethical Foundation
5. Overcoming Common Challenges in M&A
6. Post-Closing Concerns

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

M&A TAX CONSEQUENCES
9:40 - 10:50, Scott J. Pinarchick

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. Accounting Considerations

DRAFTING AND NEGOTIATING THE PURCHASE AGREEMENT
11:05 - 12:15, Margaret D. Farrell

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. Pre-Closing and Closing Considerations and Checklists

SHAPING AN ETHICAL FOUNDATION
1:15 - 2:25, Elizabeth Myers

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

OVERCOMING COMMON CHALLENGES IN M&A
2:25 - 3:25, Brendan J. Radigan

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

POST-CLOSING CONCERNS
3:40 - 4:40, Brendan J. Radigan

1. Integration Issues – Avoid Costly Mistakes
2. Purchase Price Adjustments
3. Post-Closing Disputes
4. Material Adverse Change Clause Enforcement
5. Interpreting Purchase Agreements

STEPHEN J. CARLOTTI is an attorney at the Providence law firm of Hinckley, Allen & Snyder LLP. He practices in the areas of mergers and acquisitions, securities offerings and general business and legal management issues. Mr. Carlotti has served as general counsel to a variety of businesses and governmental entities with a special emphasis on firms throughout the U.S. in the life insurance, manufacturing and real estate industry. His other clients include business corporations in a variety of industries ranging from the jewelry industry to thigh technology. Mr. Carlotti is admitted to practice in Rhode Island and before the U.S. Tax Court, the U.S. Supreme Court and Federal Courts. He earned his A.B. degree, summa cum laude, from Dartmouth College and his LL.B. degree, Order of the Coif, from Yale University. Mr. Carlotti is a member of the Rhode Island and American bar associations.

MARGARET D. FARRELL is an attorney at the Providence law firm of Hinckley, Allen & Snyder LLP, where she is the head of the securities practice group, practicing in mergers and acquisitions and general business law. She has lectured to professional groups on recent developments in business law. Ms. Farrell earned her A.B. degree, cum laude, from Smith College and her J.D. degree from the University of Cincinnati. She is a member of the American (Business Law Section) and Rhode Island (Corporation Section) bar associations. She is currently listed in Woodward/White Inc.'s Best Lawyers in America and Chamber & Partners' USA Guide to America's Leading Lawyers for Business.

ELIZABETH MYERS is an attorney at the Providence law firm of Hinckley, Allen & Snyder LLP. She maintains a general corporate practice concentrating on corporate transactions including mergers and acquisitions and antitrust. Ms. Myers has previously lectured to attorneys and other professionals on issues related to non-competition. She received her B.A. degree, cum laude, from Kenyon College and her J.D. degree from Case Western Reserve University. Ms. Myers is a member of the American (member, Business Law Section and Antitrust Section), Rhode Island and Massachusetts bar associations. She also is a fellow member of the Rhode Island Foundation.

SCOTT J. PINARCHICK is an attorney with Edwards Angell Palmer & Dodge LLP in Boston, Massachusetts where he practices exclusively tax law. He has advised a broad range of the firm's clients on federal, state and international tax issues. His practice focuses on the tax planning aspects of merger and acquisition activities, private equity, venture capital and equity compensation arrangements. Mr. Pinarchick has advised clients structuring tax-free and taxable mergers, acquisitions and reorganizations of public and private companies including both "inbound" and "outbound" cross-border transactions; domestic and offshore partnership; public and private company equity and debt financing's; and general corporate, limited liability company partnership and individual tax matters. He earned his B.S. degree from the University of Colorado and his J.D. degree from Syracuse University College of Law. Mr. Pinarchick is admitted to practice in Massachusetts, New York, New Jersey, Pennsylvania and Rhode Island.

BRENDAN J. RADIGAN is an attorney with Edwards Angell Palmer & Dodge LLP in Providence, Rhode Island. Mr. Radigan focuses his practice in corporate law with an emphasis on transactions, including mergers and acquisitions, licensing transactions, joint ventures and strategic alliances. He has advised on IT outsourcing deals worth hundreds of millions of dollars. Mr. Radigan's clients include both public and private companies, primarily within the technology sector and many of his projects have a cross-border aspect. He is a member of the firm's Business Law Department, co-chair of the firm's Licensing and Collaborations Practice Group, is a member of the firm's Mergers & Acquisitions and Securities and Public Companies Practice Groups. Mr. Radigan earned his B.A. degree, magna cum laude, from Brown University and his J.D. degree, cum laude, from Harvard Law School. He is a member of the American Bar Association, Association of the Bar of the City of New York and the Boston Bar Association.

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