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OnDemand Course

Mergers and Acquisitions: After the Deal

Stay up to speed on the tax issues and integration issues that can occur after a merger or acquisition deal.

In mergers and acquisitions, much attention is devoted by the parties (pre-closing) to the benefits of the transaction and how the transaction should be structured. Often, however, problems arise after the acquisition is completed that can undercut the anticipated benefits of the transaction, or at least make a smooth, integrated transition more difficult. This topic will focus on, among other things, how a deal structure can influence post-closing issues, including continuity of interest for tax purposes, what problems may arise post-closing, how the acquisition agreement's provisions may affect post-closing matters, and how generally to anticipate problems following completion of the acquisition. In addition, the effect of the COVID-19 pandemic on closing conditions will be discussed in view of current, pending litigation in Delaware that has received significant national attention.

100 minutes
Course Exam
Certificate of Completion
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Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Introduction/Reasons for the Deal

Transaction Structures

  • Mergers (Consolidations)
  • Asset Acquisitions
  • Stock Purchases
  • Share Exchanges
  • Advantage/Disadvantages

The Acquisition Agreement

  • Does It Apply After the Deal Closes?
  • Pertinent Provisions Post-Closing
  • Two Key Agreement Issues
    • Purchase Price Adjustments PostClosing
    • Appraisal Rights

Post-Closing Filings

  • SEC Filings for Public Companies
  • Form D for Exempt Offerings (Do Not Forget State Filings)
  • Regulatory Notices
  • Asset Acquisitions - Deeds, Bills of Sale, etc. vs. Mergers

What to Do About Minority Shareholders Post-Closing

  • Fiduciary Duty of Majority Stockholder
  • Fairness in Freeze-Outs (Squeeze-Outs)

Integration of the Companies

  • Structure May Control
  • Employee Relations/Benefits
  • Stay Bonuses
  • Marketing
  • Labor Relations
  • WARN Act Issues
  • Service Contracts

Tax Issues/Continuity of Interest

  • Advantages of Tax Free Acquisitions
  • The Form of the Transaction Is Key
  • Continuity of Interest

Particular Effects of COVID-19 in the Acquisition Market

  • Uncertainty of Future Deals
  • What If a Deal Is Pending (or in the Negotiation Stage)?
    • COVID19's Effect on the Economy
    • How to Read/Structure Representations and Warranties
    • MAC/MAE Definitions and the Right to Terminate
  • A Closer Look at Two Practical Cases:
    • In Re IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001)
    • Forescout v. Advent Pending in Delaware Chancery Court
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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, New Hampshire, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on July 29, 2020.

Call 1-866-352-9540 for further credit information.

  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • NY CLE 2.0 including Skills 2
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 2.0 credit hours in the area(s) of Skills for 2.00 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for credit for established attorneys only. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Michael D. Waters

Michael D. Waters

Jones Walker LLP

  • Partner in the Birmingham, Alabama office of Jones Walker LLP
  • Practiced in the corporate and securities area, primarily for financial institutions, for more than 35 years, representing banks, bank holding companies, and other financial entities in acquisitions, capital raising transactions, SEC and shareholder issues, new bank formations, and board fiduciary duty issues
  • Advised buyers and sellers in approximately 110 bank mergers and acquisitions, ranging from small community banks to the acquisition of a $34 billion holding company
  • Recognized in Chambers USA, banking, and finance annually since 2013
  • Recognized by Alabama Super Lawyers annually since 2008 for work in the banking and securities & corporate finance area
  • Named by Best Lawyers in America annually since 1995 for work in the area of banking and finance law, corporate law, and financial services regulation law
  • J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University
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Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 407767
Published 2020
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