Schedule and Faculty

Schedule times listed below are for the live seminar. Times for replays may differ due to varied start times and abbreviated lunch and break periods. Please refer to the DATES/LOCATION tab for individual replay start times.

8:30 – 9:00 a.m.

CHECK-IN & CONTINENTAL BREAKFAST

9:00 – 10:00 a.m.

Overview of the Purchase and Sale of a Business – Understanding the Transaction and Avoiding Critical Mistakes

• Transaction Overview

• Creating the Deal Team

• Summary of Key Documents

• Timelines

• And More

– Mark D. Williamson, Program Chairperson

10:00 – 11:00 a.m.

The Pre-Agreement Process – Taking the First Steps

• Confidentiality Agreements

• Letters of Intent

• Due Diligence

• And More

– Keith P. Radtke

11:00 – 11:15 a.m.

BREAK

11:15 a.m. – 12:15 p.m.

How to Structure the Deal – Helping Your Client Make Important Choices Including Tax Related Decisions

• Stock vs. Asset Purchase

• Taxable vs. Tax-Free Transaction

• Tax Basis in Assets Acquired

• Tax Aspects of Deferred Consideration

• Imputed Interest Rules

• Other Structural Issues

• And More

– Thomas W. Garton

12:15 – 1:15 p.m.

LUNCH (ON YOUR OWN)

1:15 – 2:15 p.m.

Drafting the Purchase Agreement – Key Provisions and Practical Drafting Tips

• Key Difference Between Stock and Asset Purchase Agreements

• Standard and Non-Standard Clauses

• Potential Liability Hotspots

• Conditions Precedent to Closing

• And More

– Jennie A. Clarke

2:15 – 2:30 p.m.

BREAK

2:30 – 3:30 p.m.

Buyer’s Protection and Seller’s Exposure: Representations and Warranties, Disclosure and Indemnification

• How They Are Interrelated

• Provisions That Are Important to the Buyer

• Limitations That Protect Sellers

• Evolving Concepts of What Is Standard

• And More

– John E. Brower

3:30 – 4:30 p.m.

Financing the Transaction

• Third-Party Financing, Including Bank Debt

• Seller Financing

• Guarantees and Other Security

• And More

– Sjur Midness