Acquiring or Selling the Privately Held Company 2010

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1 Satisfy Your CLE Requirements! Acquiring or Selling the Privately Held Company 2010, May 17-18, 2010,* June 3-4, 2010 Boston, New Brunswick, Philadelphia and Pittsburgh Groupcast Locations, June 3-4, 2010 Live Webcast, June 3-4, June 21-22, 2010 Mock Negotiation learn techniques and strategies for winning negotiations Identify and resolve potential trouble spots that can arise under environmental, IP, tax and employee benefits law Understand the special issues involved in acquiring divisions or subsidiaries of larger companies Structure and negotiate earn-outs Recognize the special issues that arise when a private equity firm or other financial sponsor is selling or buying the target company *This is an approved transitional program Register Online at or Call (800) 260-4PLI

2 Acquiring or Selling the Privately Held Company 2010, May 17-18, 2010, June 3-4, 2010 Boston, New Brunswick, Philadelphia and Pittsburgh Groupcast Locations, June 3-4, 2010 Live Webcast, June 3-4, June 21-22, 2010 Why You Should Attend At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling privately held companies, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will gain an understanding of the key tax, employee benefits, intellectual property and environmental issues that arise and how to address them. You will learn about techniques and strategies essential to successful negotiations and the fiduciary duties inherent in an acquisition or sale. Plus, this year we have added a new segment to help you understand how to effectively deal with the issues that arise when the buyer or seller is a financial sponsor. You Will Learn How To Analyze the terms of an acquisition agreement Organize the sale process Develop successful negotiation strategies and tactics during a mock negotiation Use letters of intent to maximize strategic advantage Structure and negotiate earn-outs and critical risk allocation provisions Spot and deal with the key issues that arise in non-corporate law areas, such as: - Tax - Employee benefits - Intellectual property - Environmental Cope with the special problems associated with acquisitions of divisions or subsidiaries Understand the fiduciary duties of directors and majority shareholders Understand the special issues relating to financial sponsors Live Webcast at The session of this program is available live via the web at Print the Course Handbook Submit questions electronically Get real-time education right from your PC! If you have any questions please call PLI s Customer Relations Department at (800) 260-4PLI. PLI s Nationally Acclaimed Course Handbooks All program attendees will receive a copy of the two-volume Course Handbook Acquiring or Selling the Privately Held Company These bound volumes are prepared specifically for this program and also stand alone as a permanent reference. PLI s Course Handbooks represent the definitive thinking of the nation s finest legal minds, and are considered the standard reference in the field. The Course Handbook will be available on the first day of the program. Please note: Webcast attendees will have access to a downloadable version of the Handbook one business day prior to the program. Reserve your place today, call (800) 260-4PLI.

3 FACULTY Chair Howard L. Shecter Reed Smith LLP Philip L. Comella Seyfarth Shaw LLP Michael A. Ellis Porter Wright Morris & Arthur LLP Cleveland Susan S. Hassan Skadden, Arps, Slate, Meagher & Flom LLP Pran Jha Sidley Austin LLP Philip L. Mowery Vedder Price P.C. Jeffery S. Norman Kirkland & Ellis LLP Ted Polk Executive Director & Head of Central Region Capital Strategies Group Morgan Stanley Smith Barney LLC Bradley S. Schmarak Reed Smith LLP Jeffrey C. Wagner McDermott Will & Emery LLP Robert F. Wall Winston & Strawn LLP Maryann A. Waryjas Katten Muchin Rosenman LLP ; Boston, New Brunswick, Philadelphia and Pittsburgh Groupcast Locations and Live Webcast Chair David W. Pollak Morgan, Lewis & Bockius LLP Ryan E. Brown Vice President Conway, Del Genio, Gries & Co. LLC Karen A. Butcher Morgan, Lewis & Bockius LLP and Washington, D.C. James T. Chudy Pillsbury Winthrop Shaw Pittman LLP Jeremy S. Liss Kirkland & Ellis LLP Eileen T. Nugent Skadden, Arps, Slate, Meagher & Flom LLP J. Mark Poerio Paul, Hastings, Janofsky & Walker LLP Washington, D.C. John M. Scagnelli Scarinci Hollenbeck Lyndhurst, New Jersey Kevin M. Schmidt Debevoise & Plimpton LLP Chair Howard L. Shecter Reed Smith LLP Arshad A. Ahmed Kirkland & Ellis LLP Jennifer Fonner DiNucci Cooley Godward Kronish LLP Palo Alto Julie A. Divola Pillsbury Winthrop Shaw Pittman LLP Diane Holt Frankle DLA Piper LLP (US) East Palo Alto, California Sharon J. Hendricks Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Redwood City, California Edward M. Leonard Partner Seven Hills Partners LLC William A. Myers Morgan, Lewis & Bockius LLP Carina M. Tan Reed Smith LLP Palo Alto Jocelyn Thompson Alston & Bird LLP Los Angeles Program Attorney: Grace O Hanlon

4 PROGRAM SCHEDULE DAY ONE: 9:00 A.M. 5:00 P.M. Morning Session: 9:00 a.m. 12:30 p.m. 9:00 Program Overview CHI & SF: Howard L. Shecter 9:15 General Business Considerations Brief summary of the financial and business considerations applicable to the acquisition or sale of a privately held company, including: Valuation analysis The art and science of the sale process The role of a financial adviser and financing issues CHI: Ted Polk NYC, BOS, NB, PHI, PITT & WEB: Ryan E. Brown SF: Edward M. Leonard 10:15 Letters of Intent and Other Preliminary Considerations The elements and purposes of a letter of intent Advantages and disadvantages in using a letter of intent Impact on negotiating strategy and bargaining leverage Early deal considerations and planning issues CHI: Michael A. Ellis SF: Howard L. Shecter 11:15 Networking Break 11:30 Dealing with Financial Sponsors A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including: Financing commitments Capital structure Management equity participation The effects of a finite fund life on indemnification CHI: Bradley S. Schmarak NYC, BOS, NB, PHI, PITT & WEB: Jeremy S. Liss SF: Arshad A. Ahmed 12:30 Lunch Break Afternoon Session: 1:45 p.m. 5:00 p.m. 1:45 Specialty Areas A. Tax Considerations Taxable versus tax-free transactions Alternative forms of tax-free reorganization Tax basis in assets acquired Deferred consideration and incentive compensation Imputed interest rules CHI: Jeffrey C. Wagner NYC, BOS, NB, PHI, PITT & WEB: James T. Chudy SF: Julie A. Divola B. Employee Benefits Identifying ERISA liabilities Integrating seller s and buyer s plans Transferring plan assets Utilizing surplus plan assets; ESOPs CHI: Philip L. Mowery NYC, BOS, NB, PHI, PITT & WEB: J. Mark Poerio SF: Sharon J. Hendricks 3:15 Networking Break 3:30 Specialty Areas (continued) C. Intellectual Property Review of principal intellectual property issues: Patents Trademarks Copyrights Trade secrets Other proprietary information and know-how CHI: Jeffery S. Norman NYC, BOS, NB, PHI, PITT & WEB: Karen A. Butcher SF: Carina M. Tan D. Environmental Issues The special problems of potential environmental liabilities: Discussion of RCRA, CERCLA and state liability for hazardous waste discharge and disposal State law inspection requirements Key drafting issues CHI: Philip L. Comella NYC, BOS, NB, PHI, PITT & WEB: John M. Scagnelli SF: Jocelyn Thompson 5:00 Adjourn

5 Please plan to arrive with enough time to register before the conference begins. A continental breakfast will be available upon your arrival. DAY TWO: 9:00 A.M. 5:00 P.M. Morning Session: 9:00 a.m. 12:15 p.m. 9:00 Mock Negotiation and Analysis of Form of Acquisition Agreement Analysis of form of agreement and principal sections from both the buyer s and seller s perspectives Representations and warranties Conduct of business prior to closing Conditions precedent to closing Seller s disclosure schedules Key differences between stock and assets purchase agreements CHI: Robert F. Wall SF: Diane Holt Frankle 11:00 Networking Break 11:15 Mock Negotiation and Analysis of Form of Acquisition Agreement (continued) 12:15 Lunch Break Afternoon Session: 1:45 p.m. 5:00 p.m. 1:45 Indemnification Techniques and issues in negotiating indemnification provisions: Baskets Caps Partial indemnification Sandbagging Survival of warranties Control of defense of claims Director protective provisions Exclusive or nonexclusive remedy Symmetry CHI: Pran Jha SF: William A. Myers 2:45 Networking Break 3:00 Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies The key issues to address when acquiring or selling divisions or subsidiaries of larger companies, including: The need for separate financial statements Allocating shared assets, facilities and services Identifying parent company s role in division or subsidiary business success (including recruiting key executives, generating business, financing growth, etc.) Insurance CHI: Maryann A. Waryjas NYC, BOS, NB, PHI, PITT & WEB: Kevin M. Schmidt SF: Jennifer Fonner DiNucci 4:00 Fiduciary Duties of Directors and Majority Shareholders A discussion of the fiduciary duties of directors and majority shareholders in an acquisition or sale transaction, including Due diligence Sarbanes-Oxley considerations Delaware law update CHI: Susan S. Hassan NYC, BOS, NB, PHI, PITT & WEB: Eileen T. Nugent SF: William A. Myers Structuring and Negotiating Earn-Outs The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction Formulas Disputes Accounting and tax issues Effect on indemnification CHI: Susan S. Hassan SF: Howard L. Shecter 5:00 Adjourn PLI s Guarantee It s simple. If you re not completely satisfied with the return on your investment from any PLI program, your money will be refunded in full.

For just $3,495 you can get the training you need, however you want it. Contact membership@pli.edu for more information.

6 Cost is not a concern for Individual Privileged Members. Individual Privileged Members have the complete freedom to attend as many of PLI s 300+ annual programs and Live Webcasts as they please, for one flat annual fee. For just $3,495 you can get the training you need, however you want it. Contact membership@pli.edu for more information. Program Attendees Save 35% on These Treatises: Initial Public Offerings: A Practical Guide to Going Public David A. Westenberg (WilmerHale, Boston) There is a valuable new treatise, called Initial Public Offerings: A Practical Guide to Going Public, that is quickly becoming the bible of the I.P.O. market. The Deal Professor Steven M. Davidoff 1 looseleaf volume, Approximately 1,000 pages, $295 (Updated annually or as needed: No charge for revision issued within 3 months of purchase) Soderquist on the Securities Laws Fifth Edition Gary M. Brown (Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN) 1 looseleaf volume, 665 pages, $275 (Updated annually or as needed: No charge for revision issued within 3 months of purchase) Visit the PLI Bookstore the day of the program to receive your discount!

7 Pro Bono Efforts Since 1933, PLI has been the comprehensive resource for the training and development needs of legal professionals. PLI is heavily involved in pro bono and research and development activities to ensure that all practicing attorneys and law students remain on the cutting edge. These activities include awarding full and partial scholarships to our Institutes and Programs, assisting public interest organizations in their training needs, and helping law students become first-rate attorneys by posting free lectures on our web site and offering free MPRE courses. For more information, go online to pro-bono.pli.edu. PLI Scholarships Please check the Registration Information section of this brochure for more information about PLI scholarships. REGISTRATION/HOTEL INFORMATION FOUR EASY WAYS TO REGISTER WEB: PHONE: (800) 260-4PLI Monday - Friday, 9 a.m. - 6 p.m., Eastern Time FAX: (800) Open 24 Hours! MAIL: Practising Law Institute 810 Seventh Avenue, New York, NY Fax or mail completed Registration/Order Form on back cover Seminar Location: University of Gleacher Center, 450 N. Cityfront Plaza Drive,, Illinois (312) Hotel Accommodations: Sheraton Hotel & Towers, 301 East North Water Street,, Illinois (312) When calling, mention PLI and the name of the program you are attending. Attendees will have until 30 days prior to the program to receive the preferred rate. Seminar Location: PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York Message Center, program days only: (212) Hotel Accommodations: Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible. Hilton New York Hotel, 1335 Avenue of the Americas, New York, New York Reservations (877) NYC-HILT. Please mention you are booking a room under the Practising Law Institute Corporate Rate and the Client File N# is You may also book reservations online: go to for this program, click Hilton link to see preferred rates. Enter requested dates and Practising Law Institute rates will appear. Warwick New York Hotel, 65 West 54th Street, New York, NY block from PLI Center. Reservations or hotel direct Please mention that you are booking a room under the Practising Law Institute Corporate Rate. Reservations online at Click reservations in menu bar on left. Select desired dates. In Special Rates drop down window select Corporate Rate. In Rate Code enter PLIN. Click search and select desired room type and rate plan. Or, you may reservation requests to: res.ny@warwickhotels.com Boston Groupcast Location: Massachusetts CLE, 10 Winter Place, Boston, Massachusetts (617) New Brunswick Groupcast Location: New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, New Jersey (732) Philadelphia Groupcast Location: Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia, Pennsylvania (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) Pittsburgh Groupcast Location: Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania (412) Seminar Location: PLI California Center, 685 Market Street,, California (415) Hotel Accommodations: Due to high demand in SF, we recommend reserving hotel rooms as early as possible. The Palace Hotel, 2 New Montgomery Street,, California Call (800) seven days a week from 6:00 a.m. to 12:00 a.m. (PT) and mention you are attending this PLI program at Practising Law Institute to receive the preferred rate. For online reservations, go to and enter SET No to receive the preferred rate. Payment Policy: Registration fees are due in advance. Attendees may pay by check, Visa, MasterCard, American Express or Diners Club. Cancellations: All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program. PLI s Scholarship/Financial Hardship Policy: Full and partial scholarships to attend PLI programs are available to pro bono attorneys, judges, judicial law clerks, law professors, attorneys 65 or older, law students, librarians and paralegals who work for nonprofit organizations, legal services organizations or government agencies, unemployed attorneys and others with financial hardships. To apply, send your request on your employer s letterhead, stating the reason for your interest, along with the completed registration form on this brochure, to the PLI Scholarship Committee. All applications must be accompanied by a $25 application fee (this fee is waived for judicial law clerks), and must be submitted four weeks before the date of the program you wish to attend. (Applicants may pay by check or credit card.) If the request for a scholarship is denied, the $25 application fee will be returned. Students must also submit a copy of their student ID card. Education Course Credit: States have widely varying regulations regarding Continuing Education credit, therefore, please contact PLI for more information concerning approval. New York State CLE Credit: This TRANSITIONAL continuing legal education program has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for attorneys admitted after October 1, 1997 and experienced attorneys. It has been approved for a maximum of 14.0 credit hours, of which 0.5 credit hour can be applied toward the ethics requirement and 13.5 credit hours can be applied toward the professional practice requirement. Audio and videotapes are not acceptable for transitional continuing legal education for the newly admitted attorney within the first two years of admission to the Bar. California MCLE Credit: PLI is a State Bar of California approved MCLE provider. This activity has been approved for MCLE credit in the amount of 12.0 credit hours, of which 0.5 credit hour will apply to legal ethics. PLI will retain the required MCLE records for this program. California Paralegals: You can satisfy your new continuing legal education requirements by attending PLI s nationally acclaimed Institutes and Programs! Illinois CLE Credit: PLI is an accredited provider in Illinois. Special Needs: If you have special needs as addressed by the Americans with Disabilities Act, please notify Customer Relations at least two weeks prior to your program. info@pli.edu Visit Us On The Web: Reserve your place today, call (800) 260-4PLI.

8 Practising Law Institute Acquiring or Selling the Privately Held Company 2010, May 17-18, 2010, June 3-4, 2010 Boston, New Brunswick, Philadelphia and Pittsburgh Groupcast Locations, June 3-4, 2010 REGISTRATION/ORDER FORM YES, please register me for the following session: Acquiring or Selling the Privately Held Company 2010 *Includes Course Handbook. Webcast attendees will have access to a downloadable version of the Handbook one business day prior to the program. Audio CDs and DVDs must be prepaid and are non-refundable, with the exception of defective or unopened products. 1 All treatises require prepayment and can be returned within 30 days for a full refund. Please check if you are a PLI Privileged Member. Please send me information on PLI Membership. Live Webcast, June 3-4, June 21-22, 2010 When Registering, Please Refer to Priority Code: NAS0 Make necessary corrections on mailing address Seminar,* May 17-18, 2010, University of Gleacher Center, $1, Seminar,* June 3-4, 2010, PLI New York Center, $1, Boston Groupcast Location,* June 3-4, 2010, Massachusetts CLE, $1, New Brunswick Groupcast Location,* June 3-4, 2010, New Jersey Institute for Continuing Legal Education, $1, Philadelphia Groupcast Location,* June 3-4, 2010, Pennsylvania Bar Institute, $1, Pittsburgh Groupcast Location,* June 3-4, 2010, PBI Professional Development Conference Center, $1,595 2 Live Webcast,* June 3-4, 2010 (Register online prior to first day of program - #24196), $1, Seminar,* June 21-22, 2010, PLI California Center, $1, Privileged Member Fee: $ Two-Volume Course Handbook only, $ Audio CDs, available July 2010, $ DVDs, available July 2010, $1, Initial Public Offerings: A Practical Guide to Going Public, 1 1 looseleaf volume, $ Soderquist on the Securities Laws, 5th Ed., 1 1 looseleaf volume, $275 My address is: Please send me updates on PLI programs and services. FREE Shipping and Handling on all Audio CD/DVD and Treatise purchases. PLI will pay shipping and handling charges on all prepaid Course Handbook orders in the United States, U.S. Possessions and Canada. California, Florida, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texas, Virginia and Washington, D.C. residents please add applicable sales tax to price of Publications and Audio CD and DVD products. Please send me PLI s catalog of Publications. Please send me PLI s catalog of Institutes and Programs. The information below is required to properly process your CLE certificate: State: Bar ID# State: Bar ID# State: Bar ID# $ check enclosed (Payable to Practising Law Institute) Bill me PLI Privileged Member Please Charge to: Visa MasterCard American Express Diners Club Credit Card No.: Exp. Date: Signature Required: Phone No.: Practising Law Institute 810 Seventh Avenue New York, N.Y (Use Street Address for UPS Delivery) NON-PROFIT ORGANIZATION U.S. POSTAGE PAID PRACTISING LAW INSTITUTE Name Title Firm Address City/State/Zip Phone Fax PRIORITY CODE: NAS0 8A500

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