Agenda / Content Covered

All times are shown in Eastern time

1. Preparing the Client
   10:00 - 10:30, Michael D. Cross Jr.
2. Vital First Steps of an Acquisition
   10:30 - 11:30, Michael D. Cross Jr.
   1. Drafting a Teaser Summary
   2. Creating a Non-Disclosure Agreement
   3. Drafting the Letter of Intent (LOI)
   4. Conducting Due Diligence - Assembling a Team of Experts and Due Diligence Request Lists
3. Employment Considerations in Mergers and Acquisitions
   11:45 - 12:15, John F. Kuenstler
4. Tax Saving Structures and Strategies for Attorneys
   12:45 - 2:15, Norman S. Newmark
   1. Tax Efficient Structures
   2. Taxable, Tax-Free and Tax-Deferred Transactions
   3. Mitigating Tax Liability
   4. Tax Evasion vs. Tax Avoidance
5. Structuring and Drafting the Acquisition Agreement
   2:30 - 4:00, Ross E. Rochat
   1. Stock and Equity Purchase Agreements
   2. Securities Law Issues
      1. Go Shops vs. No Shops
      2. Combination of Sale and Redemption
      3. Imputed Interest
      4. Review and Analysis of a Real-World Acquisition Agreement
   3. Asset Purchase Agreements
      1. Sale of Sole Proprietorship
      2. Capital Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Real-World Acquisition Agreement
   4. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Earnouts
      4. Purchase Price Adjustments
      5. Indemnification, Escrow and Setoff
      6. Employee Benefits
      7. Covenants and Conditions
      8. Pre-Closing, Closing and Post-Closing Considerations and Checklists
6. Ethics in Business Acquisitions
   4:00 - 5:00, Michael D. Cross Jr.
   1. Who is the Client?
   2. Commitment to Confidentiality
   3. Breach of Fiduciary Duty
   4. Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
   5. Joint Representation

Accreditation Details:

MICHAEL D. CROSS JR. is a member of the Alpharetta business and technology law firm of Briskin, Cross & Sanford, LLC, where his areas of practice include partnership and LLC law, mergers and acquisitions, franchise law, and corporate law. For more than a decade, Mr. Cross served as an adjunct professor at Reinhardt University, where he taught undergraduate and graduate courses involving business law, media law, entrepreneurial law, organizational leadership, and ethics. He also speaks frequently at continuing legal education seminars and has worked with Emory Law School and the Georgia Chief Justice's Commission on Professionalism since 2005. Mr. Cross has been selected five times for inclusion in the listing known as Georgia Super Lawyers Rising Stars for his work representing entrepreneurs, investors, and privately-held companies. He is admitted to practice law in Georgia and Indiana, as well as before the U.S. Tax Court. Mr. Cross earned his B.A. degree from Anderson University; his J.D. degree from Emory University School of Law; and his LL.M. degree, with honors, from the University of Alabama School of Law.

JOHN F. KUENSTLER is a partner in the Chicago and Los Angeles offices of Barnes & Thornburg LLP and a member of the labor and employment department. He dedicates his practice exclusively to the representation of employers in labor and employment, and business matters. Mr. Kuenstler counsels and represents a diverse client base on a national and regional basis in virtually all aspects of labor and employment law, including defense of wrongful discharge, discrimination, sexual harassment, retaliation, Title VII, ADA, ADEA, Section 1981, FMLA, FLSA, ERISA, USERRA, WARN, and OSHA claims in federal and state courts and administrative agencies, as well as collective and class actions. He routinely represents management’s interests in workplace tort, breach of contract, non-compete, non-solicitation, and other restrictive covenant cases. Mr. Kuenstler is experienced in various forms of alternative dispute resolution, helping clients avoid the costs of prolonged legal disputes. He earned his B.A. degree from the University of Illinois and his J.D. degree from Washington University in St. Louis. Mr. Kuenstler is admitted to practice in the states of California, Illinois, and Missouri. He is a member of the American and Chicago Bar Associations, Illinois State Bar Association, and the Society for Human Resource Management.

NORMAN S. NEWMARK is a partner in McCarthy, Leonard & Kaemmerer, L.C., a firm based in Town and Country, St. Louis County, Missouri. Mr. Newmark focuses his practice on tax and related corporate matters, probate, estate planning, and business succession. He represents individuals and businesses in tax controversies before the Internal Revenue Service, state tax departments, and various tax tribunals, including the U.S. Tax Court. Mr. Newmark also represents individuals and corporate trustees in probate administration and litigation cases. He has published articles in periodicals such as The Banking Law Journal, the Journal of the Missouri Bar, the University of Missouri Business, Entrepreneurship & Tax Law Review, and the Oklahoma Bar Journal on various tax-related topics, including mergers and acquisitions, the new IRS audit and collection rules for partnerships, powers of appointment in estate planning, interstate sales and use taxation after the Supreme Court decision in South Dakota v. Wayfair, and the tax aspects of federal healthcare laws. Mr. Newmark is a frequent lecturer at local and national continuing education events for attorneys and accountants. As a member of The Missouri Bar's Probate and Trust Division, he drafted key provisions of the Missouri Uniform Powers of Appointment Act enacted into law by the Missouri General Assembly. Mr. Newmark provides pro-bono legal services to several charities and was listed in The Missouri Bar Pro Bono Wall of Fame for 2011 and 2013 for his charitable efforts, and received the Lifetime Achievement Award for his service to Heat Up St. Louis, Inc., a regional non-profit organization. He earned his B.A. degree, cum laude, from Boston University; and both his J.D. degree (Order of the Coif) and LL.M. degree in taxation from the Washington University School of Law. Mr. Newmark is a member of The Missouri Bar, Oklahoma Bar Association, and the American Bar Association (Section on Taxation), and is admitted to practice before the U.S. Tax Court.

ROSS E. ROCHAT is an attorney with McCarthy, Leonard & Kaemmerer, L.C., where he practices in the area of business and commercial law, corporate law, and mergers and acquisitions. Mr. Rochat is a member of The Missouri Bar and the Illinois State Bar Association. He received his J.D. degree from Washington University in St. Louis School of Law.