MINNEAPOLIS
Tuesday, January 24, 2023
9:00 AM - 4:30 PM | Check-In: 8:30 AM
Minnesota CLE Conference Center
600 Nicollet Mall # 370
3rd Floor, City Center
Minneapolis, MN 55402
The M&A activity in 2022 has continued at a feverish pace with an explosion of special purpose acquisition companies (SPACs) and a number of significant legal and regulatory developments. The ability to properly advise companies, boards of directors and special committees and to effectively negotiate M&A transactions requires detailed knowledge of the current trends and the latest developments. This seminar is designed for intermediate to advanced level professionals who have a general familiarity of M&A issues and are looking to hone their skills. We will bring you up-to-date on the current M&A market and provide strategic considerations and practical tips for attorneys who represent both buyers and sellers. You will leave this seminar with a clearer sense for how to track the shifting deal landscape and navigate the uncertainty of today’s ever-changing market.
Our expert faculty will discuss:
8:30 – 9:00 a.m.
IN-PERSON CHECK-IN
9:00 – 9:05 a.m.
Welcome & Announcements
– Mark D. Williamson, Course Chair
9:05 – 10:05 a.m.
The Current State of the M&A Market
A panel of investment bankers and private equity professionals will discuss their perspectives on the current M&A market. Learn the latest trends and best practices for collaborating with these professionals to effectively close the deal.
– Jamie M. Frommelt, Joel V. Grebenick & Adam Webb
– Mark D. Williamson (moderator)
10:05 – 10:10 a.m.
BREAK
10:10 – 11:10 a.m.
Purchase Price Adjustments – Key Provisions, Common Traps, and Typical Disputes (and How to Avoid Them)
Purchase price adjustments are designed to account for, and protect against, changes in the target’s financial condition that occur prior to the closing, and these adjustments continue to be commonplace. This session will explore the various types of purchase price adjustments, how to advise and prepare your client for them and common traps to avoid. We will also provide sample provisions. Learn advanced drafting strategies to close even the most complex deals.
– Peter C. Magnuson, John D. Potter & Keith P. Radtke
11:10 – 11:20 a.m.
BREAK
11:20 a.m. – 12:05 p.m.
Indemnity Provisions – The One Clause You Can’t Afford to Get Wrong
This session will provide guidance on drafting and negotiating strong and robust indemnity provisions. Learn advanced drafting techniques, pre-drafting considerations, insights on costly mistakes and different approaches based on the agreement type.
– Terri Krivosha & Janel M. Dressen
12:05 – 12:35 p.m.
Advanced Tax Strategies for M&A Deals
This session will provide an overview of the tax consequences presented by M&A transactions, including Section 338(h)(10) elections and Subsection F reorganizations.
– Susan J. Markey
12:35 – 1:30 p.m.
LUNCH BREAK (on your own)
1:30 – 2:00 p.m.
Confronting the Latest Issues With Representation and Warranty Insurance
This session will explore advanced topics and issues regarding representation and warranty insurance, its benefits, the scope of coverage and exclusions, and other key issues.
– David Haigh
2:00 – 2:45 p.m.
Bankruptcy Tools for the M&A Lawyer
This session will explore insights regarding the unique challenges and opportunities associated with acquiring distressed companies. Learn what tools are available in the Bankruptcy Code for buying a distressed business, how to navigate the unique procedures involved in bankruptcy sales, how to get protection from creditors and address successor liability, what indemnification terms might (or more likely, might not) be available and how representation and warranty insurance may offer a partial solution.
– Steven W. Meyer
2:45 – 3:00 p.m.
BREAK
3:00 – 3:45 p.m.
Tips and Best Practices for Finding and Navigating the Employment-Related Risks in an M&A Deal
Personnel issues are one of the primary culprits when an M&A deal fails to achieve its intended financial objectives. Don’t let poor due diligence and lack of proper integration planning drag your client’s business down. Learn how to uncover employment-related liabilities and avoid common mistakes in integration planning to ensure smooth business operations on day one and beyond.
– Rebecca J. Bernhard
3:45 – 4:30 p.m.
A Toolkit for Handling Data Privacy and Cyber Security Issues in M&A Transactions
Merger and acquisitions raise many information technology, privacy and data security issues and considerations. This session will provide tips and best practices for deal attorneys to manage these risks throughout the life of the deal. Learn the processes that an organization might undertake as part of its due diligence to ensure enough time and thoroughness take place to evaluate the target company’s privacy and data security standards and history.
– Sten-Erik Hoidal & Asmah Tareen
LIVE IN-PERSON
Tuesday, January 24, 2023
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota
ONLINE REPLAY
Wednesday, February 22, 2023
Attend online
A moderator will be available to answer questions by email.
$295 MSBA members / $295 paralegals / $345 standard rate
Other discounts that may apply:
Scholarships available!
Need-based scholarships are available for in-person and online seminars. For further information or to obtain a scholarship application, contact us at 800-759-8840 or customerservice@minncle.org.
Minnesota CLE is applying to the Minnesota State Board of CLE for 6.0 standard CLE credits. The maximum number of total credits attendees may claim for this program is 6.0 credits.
