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, Jascha Beck Walter and Sandy Swartzberg
   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 and Drafting Tips
   7. Due Diligence Checklists
   8. Disclosure Statement Preparation
   9. Successor Liability
2. SKILLFULLY NAVIGATE M&A TAX PROCEDURES
   10:00 - 11:15, Daniel P. Cooper and Robert J. Misey Jr.
   1. Tax-Deferred Reorganizations
   2. Corporate Separations, Spin-Offs, Split-Offs and Split-Ups
   3. Taxable vs. Tax-Free Acquisitions
   4. Effective Financing Strategies
   5. Joint Ventures
   6. International Tax Issues for M&A
3. THE NUTS AND BOLTS OF DRAFTING AND NEGOTIATING THE ACQUISITION AGREEMENT
   11:15 - 12:30, Jascha Beck Walter and Sandy Swartzberg
   1. Key Provisions in the Purchase Agreements
   2. Representations and Warranties
   3. Covenants and Conditions
   4. Indemnification
   5. Negotiation Theory and Strategy – Case Study and Discussion
   6. Alternate Dispute Resolution (ADR)
   7. Pre-Closing, Closing and Post-Closing Considerations and Checklists
4. SHAPING AN ETHICAL FOUNDATION
   1:30 - 2:30, Richard J. Cayo
   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, Jascha Beck Walter and Sandy Swartzberg
   1. Entity Authorization and Compliance
   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, Jascha Beck Walter and Sandy Swartzberg
   1. Integration Logistics – Avoid Costly Mistakes
   2. Purchase Price Adjustments
   3. Post-Closing Disputes
   4. Material Adverse Change Clause Enforcement
   5. Interpreting Acquisition Agreements

RICHARD J. CAYO is president of the Milwaukee law firm of Halling & Cayo, S.C. A large portion of his practice consists of defending lawyers in discipline matters, advising law firms on ethics and malpractice issues, and testifying as an expert witness on lawyers' professional responsibility. Mr. Cayo has been a frequent author and speaker on lawyers' professional responsibility. He earned his B.A. and J.D. degrees from the University of Wisconsin. Mr. Cayo is a member of the Milwaukee Bar Association (Board of Directors 1995-98), the State Bar of Wisconsin (Litigation Section, Board of Governors 1992-99) and the Wisconsin Academy of Trial Lawyers, where he served as an associate editor of its quarterly magazine, The Verdict. He has been a member of the National Organization of Bar Counsel, the Association of Professional Responsibility Lawyers and has served on the State and Supreme Court Committees to review the Model Rules of Professional Responsibility.

DANIEL P. COOPER is an attorney in the tax and business organizations departments of the Milwaukee law firm of Reinhart Boerner Van Deuren s.c., where he practices in the areas of tax law and corporate law. He received his B.A. degree, with honors, from Michigan State University, his J.D. degree from the University of Michigan Law School and his LL.M. degree in taxation from New York University School of Law. Mr. Cooper is a frequent speaker to various organizations on his areas of expertise. He is a member of the Milwaukee (member, Tax Section), Wisconsin (member, Tax Section) and American (member, Tax Section) bar associations.

ROBERT J. MISEY JR. is a shareholder in the tax department and chair of the international department of the Milwaukee law firm of Reinhart Boerner Van Deuren s.c., where he concentrates his practice in international taxation. He assists clients with structuring cross-border transactions, including international taxation to move income to tax-favored jurisdictions for tax minimization. Mr. Misey's previous experience includes nine years as an attorney for the IRS Chief Counsel International. He has spoken on international taxation at continuing education programs in 14 states, has written numerous articles on his areas of expertise, and he co-wrote the treatise "U.S. Taxation of International Transactions," published by CCH . Mr. Misey earned his Law and Master of Business Administration degrees from Vanderbilt University and Master of Laws degree in taxation, with high distinction, from Georgetown University. He is a member of the State Bar of Wisconsin (Board of Directors, International Section).

SANDY SWARTZBERG is a partner in the Milwaukee law firm of DeWitt Ross & Stevens S.C., the Metro Milwaukee Office, where he practices in the areas of family law, concentrating in business aspects, business law and estate planning and technology law. He is chairman of the firm's business transactions section. Mr. Swartzberg serves on numerous advisory boards for various businesses. He is a frequent speaker on business and family law topics and a former court commissioner. Mr. Swartzberg earned his B.S. degree, with honors, from the University of Wisconsin-Madison and J.D. degree from the University of Wisconsin Law School. He is a member of the Milwaukee County Bar Association, the State Bar of Wisconsin (member, Family Law and Corporate Law sections), the Wisconsin Academy of Trial Lawyers, the Society of Family Lawyers and the American Academy of Trial Lawyers.

JASCHA BECK WALTER is an attorney in the Milwaukee law firm of DeWitt Ross & Stevens S.C., where his practice is concentrated in the areas of intellectual property, business, and tax law. He has previously lectured for National Business Institute on limited liability companies and counseling small business clients, and is a frequent speaker on business and intellectual property law to business and nonprofit groups. Mr. Walter is a member of the State Bar of Wisconsin (member, Intellectual Property, Business and Taxation sections), and the American and Milwaukee bar associations. He earned his B.B.A. degree in finance and economics from the University of Wisconsin - Whitewater and his J.D. degree from Marquette University.

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