This CLE course will discuss how to structure a "flip" transaction, in which shares of a foreign entity (typically a startup) are exchanged with a U.S. entity to enter the U.S. investment market. The panel will discuss the pros and cons of flip transactions, upfront tax considerations, IP and contra... Read More

This CLE webinar will discuss the Corporate Transparency Act (CTA) and its impact on the M&A process. The panel will explore how the CTA's requirements influence the entire M&A process including entity formation, additional due diligence, post-transaction filings, contractual considerations, and ame... Read More

This CLE webinar will provide M&A counsel with a thorough understanding of private equity (PE) take-private transactions. The panel will discuss why take-private deals are attractive under current market conditions and review key considerations for negotiating and structuring these deals. Read More

This CLE course will provide an advanced discussion of tax considerations deal attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transact... Read More

This CLE webinar will review the key considerations specific to carve-out deals and how more companies are utilizing carve-outs to unlock value and generate liquidity. The panel will discuss best practices for conducting due diligence and structuring the deal and review the risks and challenges uniq... Read More

This CLE course will examine the divisive merger statutes of Delaware, which apply only to LLCs, and Texas, which apply to all Texas entities. The panel will guide M&A counsel on how to structure a divisive merger and will also discuss the implications of divisive mergers for existing and future cre... Read More

This CLE webinar will discuss the issues relating to the compensation of target management teams in the context of private equity M&A transactions. The panel will address structuring equity-based incentive plans, restrictions on incentives, vesting and forfeiture based on employment status, distribu... Read More

This CLE webinar will discuss the new safe harbor policy from the Department of Justice (DOJ) incentivizing acquiring companies in M&A transactions to voluntarily self-disclose criminal misconduct they discover through the acquisition of a target. The panel will provide an overview of the new policy... Read More

This CLE course will discuss the challenges of closing an M&A transaction on terms consistent with the requirements of an acquisition lender. The panel will explain how each aspect of the acquisition and the acquisition financing impacts the other and the role of the buyer, seller, and, if different... Read More

The CLE course will examine the growing use of leveraged employee stock ownership plans (ESOPs) in structuring acquisitions, divestitures, and private equity sales in the challenging market times that we all are facing, particularly with today's higher interest rates. The panel will discuss the adva... Read More

This CLE/CPE course will provide an advanced discussion of tax considerations that deal attorneys must take into account when negotiating, structuring, and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, st... Read More

This CLE webinar will discuss how to advise sellers at each stage of the M&A process to ensure a successful transaction. The panel will address initial planning to prepare a business for sale, strategies for preliminary discussions with a buyer as well as negotiating strategies for the transaction d... Read More

This CLE course will provide deal counsel with a review of the latest trends in activism by shareholders in response to a planned M&A. The panel will outline practical steps and provide tips for deal counsel to anticipate and manage challenges by shareholders to avoid a deal being delayed or deraile... Read More

This CLE course will examine key legal considerations involved in structuring acquisitions of family-owned businesses. The panel will discuss strategies for addressing valuation, conducting due diligence, and evaluating whether to structure the deal as a stock purchase, asset purchase, or purchase o... Read More

This CLE course will guide deal counsel in drafting shareholder agreements accompanying private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, inclu... Read More

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third... Read More

This CLE course will guide deal counsel on structuring capital contribution and distribution provisions in equity joint venture (JV) agreements. The panel will discuss key legal and tax issues and JV agreement provisions, including promoted interest, carried interest, cash flow splits, and related p... Read More

This CLE webinar will examine the tax ramifications of spin-off and split-off transactions and how they can be structured to avoid taxation on the company or its shareholders. The panel discussion will include IRC Section 355, regulatory safe harbors, and Reverse Morris Trusts. Read More

This CLE course will examine entity structuring alternatives when acquiring or selling a pass-through entity, emphasizing their differing impacts on sellers and purchasers such as the impact on tax basis step-up, financing considerations, rollover, and tax deferral issues, and incentive equity and s... Read More

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third... Read More

This CLE course will examine the tax issues U.S. buyers and sellers must consider in negotiating and structuring cross-border M&A transactions. The panel discussion will include controlled foreign corporations (CFCs), Subpart F, the Section 338(g) election, global intangible low-taxed income (GILTI)... Read More

This CLE course will discuss alternative methods of financing acquisitions when traditional bank lending is unavailable or insufficient to consummate the transaction. The panel will examine the legal and structuring issues associated with alternative financing, including seller financing, convertibl... Read More

This CLE course will provide M&A counsel with a thorough understanding of going-private transactions, including strategic considerations, fiduciary duty issues, procedural safeguards, and required disclosures. Read More

This CLE course will discuss the issues specific to sponsor-strategic partnerships formed to facilitate M&A deals. The panel will explore the advantages of these alliances and the questions regarding governance, decisionmaking, bidding, and essential considerations regarding exit strategies. Read More

This CLE course will examine the structuring of stock acquisitions from both the buyer and target company perspective. The panel will discuss the advantages of stock vs. asset acquisitions and some key due diligence issues presented in acquiring all the assets and accompanying liabilities of a compa... Read More

This CLE course will examine the legal and operational issues which companies must address once an acquisition or merger has closed and two or more companies must operate as one. The panel discussion will include corporate restructuring, workforce integration, IP, antitrust, healthcare regulatory, a... Read More

This CLE course will examine legal and tax issues particular to REIT mergers and acquisitions. The panel will discuss due diligence, valuation and structuring, as well as shareholder litigation concerns in REIT and UPREIT transactions. Read More

This CLE course will examine the key considerations in structuring carve-out transactions. Our panel's discussion will include best practices for determining and segregating carve-out assets and liabilities, timing and pricing issues, environmental and intellectual property concerns, transition serv... Read More

This CLE course will examine legal considerations for counsel involved in the sale of closely held businesses. The panel will discuss strategies for evaluating whether to structure a deal as a stock sale, asset sale or merger, and address specific critical deal terms, provide negotiation tips, discu... Read More

This CLE course will discuss strategies for planning and executing a successful bid in an M&A auction and tactics for bidders to strike the right balance between going the extra mile to win bids and minimizing the cost of losing bids. Read More

This CLE course will analyze equity and other incentives for managers of a target company in private equity acquisitions. The panel will discuss various approaches to the types of equity or other incentives offered, vesting, treatment of incentives when managers leave the company, anti-dilution righ... Read More

The CLE course will examine the growing use of leveraged employee stock ownership plans ("ESOPs") in structuring acquisitions, divestitures and private equity sales and purchases. The panel will discuss the advantages and challenges of selling all or part of a business to an employee stock ownership... Read More

This CLE course will provide guidance for M&A counsel on conducting software license due diligence before closing the deal. The panel will explain key considerations when evaluating open source and other software assets and discuss best practices to mitigate the risk of acquiring software assets who... Read More