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Seminar Number

9055

Early
Registration
Fee:

$155

On-Site
Registration
Fee:

$185

NEGOTIATED CORPORATE ACQUISITIONS

THURSDAY  •  FEBRUARY 25, 2016

State Bar of Georgia Conference Center
104 Marietta St. NW
Atlanta, Georgia

CLE Hours:
6 CLE Hours including 1 Ethics Hour, 1 Professionalism Hour and 1 Trial Practice Hours

Co-Sponsor:
Business Law Section, State Bar of Georgia

Presiding:
C. William Baxley, Program Co-Chair, King & Spalding LLP, Atlanta
Steven E. Fox, Program Co-Chair, Rogers & Hardin LLP, Atlanta

7:30

Registration
(All attendees must check in upon arrival. A jacket or sweater is recommended.)

MORNING SESSIONS
8:15
Welcome and program overview
C. William Baxley
Steven E. Fox
8:30
MOCK NEGOTIATION—ACQUISITION BASICS:
Buyers’ and Sellers’ Goals; Negotiation Process; Timing; Non-Tax Structural Considerations
Erik L. Belenky, Jones Day, Atlanta
David S. Phillips, Jones Day, Atlanta
9:15
SPECIAL CONSIDERATIONS IN USING STOCK AS ACQUISITION CONSIDERATION:
Liquidity; Securities Law Alternatives; Registration Rights; Form S-4 and Rule 145; Shareholder Approval; Proxy Rules; Shareholders’ Agreements; Seller’s Due Diligence; Other Issues
Darcy R. White, Paul Hastings LLP, Atlanta
10:00

BREAK

10:10
ACQUISITION OF THE PRIVATELY HELD COMPANY—NEGOTIATING AND DRAFTING THE LETTER OF INTENT AND THE STOCK PURCHASE AGREEMENT:
Representations and Warranties; Covenants; Conditions; Indemnification; Termination; Ancillary Documents
B. Scott Burton, Sutherland Asbill & Brennan LLP, Atlanta
David A. Zimmerman, Sutherland Asbill & Brennan LLP, Atlanta
11:10
SPECIAL ISSUES WHEN ACQUIRING ASSETS AND DIVISIONS:
Identification and Analysis of Assets Acquired and Liabilities Assumed; Determination of Purchase Price and Adjustments; Audits; Fraudulent Transfer, Bulk Sales and Successor Liability Issues; Shareholder Approval; Employee Benefits and Insurance Issues; Transitional Services Agreements
Thomas O. Kesler, Kilpatrick Townsend & Stockton LLP, Atlanta
David A. Stockton, Kilpatrick Townsend & Stockton LLP, Atlanta
11:55

LUNCH (Included in registration fee)

AFTERNOON SESSIONS
12:20
INDEMNIFICATION PROVISIONS:
Purpose; Alternatives/R&W Insurance; Scope; Survival; Exclusivity; Baskets; Ceiling; Thresholds; Effect of Tax Benefits and Insurance; Definition of Knowledge; Currency; Collection Devices
Louis C. Spelios, Bryan Cave LLP, Atlanta
12:55
FEDERAL INCOME TAX CONSIDERATIONS:
Basic Income Tax Consequences; Tax Goals of Buyer and Seller; Differences Between Stock and Asset Deals; Taxable v. “Tax-Free” Transactions; Reporting Requirements; Recent Developments
Peter J. Genz, King & Spalding LLP, Atlanta
1:55
break
2:05
ROLE PLAYING—ADVISING THE BOARD OF DIRECTORS OF A PUBLIC COMPANY IN CONNECTION WITH A POSSIBLE SALE OF THE COMPANY:
Confidentiality/Exclusivity Agreements; Letters of Intent; Timing of Disclosure; Stock v. Cash Transactions; Change of Control Transactions; Role of Investment Banker; Special Committees; Market Checks/Go-Shops; Protecting the Deal (“Break-up” Fees/“No-Shop” and “No-Talk” Provisions/Match Rights/Stockholder Support Agreements); Fiduciary-Outs; Golden Parachutes; Role and Duty of Board of Directors; Recent Developments
Moderators:
C. William Baxley
Steven E. Fox

Panelists:
Jonathan Golden, Arnall Golden Gregory LLP, Atlanta
Edward J. Hardin, Rogers & Hardin LLP, Atlanta
Andrew M. Johnston, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE
Steven L. Pottle, Alston & Bird LLP, Atlanta
3:00
ADJOURN