CORPORATE MERGERS AND ACQUISITIONS

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21st Annual Advanced ALI-ABA Course of Study
Features Sophisticated Strategies and Techniques

CORPORATE
MERGERS AND
ACQUISITIONS
Thursday-Friday
March 2-3, 2006
Renaissance Stanford Court
San Francisco

PLANNING CHAIRS (also on faculty)
Franci J. Blassberg, Debevoise & Plimpton LLP, New York
Elliott V. Stein, Wachtell, Lipton, Rosen & Katz, New York

FACULTY
Corinne Ball, Jones Day, New York
Judith L. Church, Debevoise & Plimpton LLP, New York
Bartley C. Deamer, Bingham McCutchen LLP, East Palo Alto,
California
R. Bradford Malt, Ropes & Gray LLP, Boston
John McCaffrey, PricewaterhouseCoopers LLP, San Francisco
Jean M. McLoughlin, Davis Polk & Wardwell, Menlo Park,
California, and New York
Karen E. Silverman, Latham & Watkins LLP, San Francisco
Lewis R. Steinberg, UBS Securities LLC, New York

B free
ALI-ABA online Business & Corporate content
@ www.ali-aba.org/free
SCOPE AND PURPOSE
This annual advanced course of study, comprising more than 12 hours
of instruction, is designed to offer the experienced corporate lawyer
an overview of some of the more sophisticated strategies and
techniques in the field of corporate mergers and acquisitions and a
review of several substantive legal areas affecting such transactions.
The program covers:
• Issues that should be considered by both purchaser’s and seller’s
counsel in negotiating the acquisition of a closely-held company
(or a subsidiary or division of a publicly held company);
• Tax considerations in structuring and negotiating the acquisition;
• Using stock of both public and private companies as acquisition
consideration; and
• Special problems that should be considered when acquiring
divisions and subsidiaries, or when acquiring a troubled or
bankrupt company.
The faculty identifies and discusses some of the major as well as
more subtle issues that may (or should) arise in the context of the
negotiated acquisition. Included in the program is a discussion of the
factors to be considered in the structuring of a negotiated transaction
with stock and/or cash as consideration, as well as a mock negotiation
of an acquisition agreement as a vehicle for identifying the various
issues that should be considered, both from the purchaser’s and the
seller’s perspectives.
Time is reserved throughout the program to address questions
submitted by the registrants.

PROGRAM (subject to minor change)
◆ Thursday, March 2, 2006
8:00 a.m. Registration and Continental Breakfast
9:00 a.m. Introductory Remarks
9:05 a.m. Pre-Deal Legal Considerations — Mr. Malt
Points to negotiate with finders; confidentiality arrangements; the
pros and cons of using letters of intent and key issues; organizing
legal due diligence; the basics of purchase price adjustments and
earn-out arrangements
10:00 a.m. Pre-Acquisition Review of Financial and Operating Data
— Mr. McCaffrey
Using financial data to obtain an insight into the operations of a
company; the effect of accounting practices on the “quality of
earnings,” including inventory valuation and other accounting
issues, with special emphasis on recent developments in the
accounting world; accounting problems of the closely-held
corporation; how should the due diligence process and the reports
from lawyers to accountants evolve in light of recent legislation and
pronouncements?
10:45 a.m. Networking Break
11:00 a.m. Tax Considerations in Structuring and Negotiating the
Acquisition — Mr. Steinberg
The basic issues in structuring and negotiating an acquisition or
divestiture transaction, including whether (and how) to structure
the deal as a taxable versus a tax-free acquisition, tax-advantaged
financing techniques, allocation of purchase price and the ability to
amortize goodwill and other intangibles, and the ins and outs of
negotiating tax representations and warranties and indemnities
[Continued]
PROGRAM [Continued]

12:00 noon Questions and Answers
12:15 p.m. Lunch Break
1:45 p.m. Employee Benefits and Executive Compensation Issues
— Ms. McLoughlin
Employee benefits and executive compensation considerations in
corporate mergers and acquisitions, including dealing with
executives and their compensation in acquisition contexts, option
plans, and other qualified and non-qualified employee benefit plans
in acquisition situations; understanding the significant liabilities
and problem areas, including controlled group issues, pension plan
funding, multiemployer withdrawal liabilities, golden parachutes,
severance concerns, and retiree health and welfare benefits
2:45 p.m. Special Problems When Acquiring Divisions and
Subsidiaries — Ms. Blassberg
Identifying the assets and business to be sold; applicability of
fiduciary duties and other legal principles to sales of subsidiaries
and divisions; special problems in audits of divisions and
subsidiaries and the need for such audits; special problems in
acquiring foreign assets and spinoffs of foreign subsidiaries; the
need for transitional service arrangements; special employee
benefits and insurance problems and other problems in leaving the
corporate nest
3:30 p.m. Questions and Answers
3:45 p.m. Networking Break
4:00 p.m. Intellectual Property Aspects of Corporate Acquisitions
— Ms. Church
Issues in evaluating intellectual property assets in acquisitions,
including validity, scope of rights, and restrictions on use; treatment
of intellectual property in acquisition agreements and ancillary
agreements, such as licenses and transition services agreements;
discussion of intellectual property issues in financing documents
and in bankruptcy
5:00 p.m. Questions and Answers
5:15 p.m. Adjournment for the Day

◆ Friday, March 3, 2006
8:00 a.m. Continental Breakfast
8:30 a.m. Special Problems in Using Stock as Acquisition
Consideration — Mr. Deamer
Using stock of both public and private companies as acquisition
currency, with an emphasis on acquisitions of private companies,
including stock liquidity issues, securities law alternatives,
registration rights agreements and shareholders’ agreements, and
special issues with roll-up/consolidation acquisitions and the use of
preferred stock
9:30 a.m. Buying a Distressed or Bankrupt Company — Ms. Ball
Issues in buying a distressed company prior to bankruptcy,
including fraudulent transfer and successor liability issues; buying a
company in a bankruptcy, including acquisitions pursuant to
Section 363 of the Bankruptcy Code and through a plan of
reorganization, bidding procedures, intellectual property concerns,
and the assumption of executory contracts in connection with the
sale
10:30 a.m. Networking Break
10:45 a.m. Antitrust Issues in Mergers and Acquisitions
— Ms. Silverman
Understanding and managing the strategic and procedural aspects
of the antitrust laws as they relate to mergers and acquisitions;
doing deals with competitors; doing deals with international reach;
special features of intellectual property transactions; identifying
the pitfalls and opportunities of antitrust enforcement in complex
transactions
11:45 a.m. Questions and Answers
12:00 noon Lunch Break
1:30 p.m. Negotiating the Acquisition of the Private Company
— Ms. Blassberg and Mr. Stein
A mock negotiation is used to highlight the issues and pitfalls in
negotiating the representations, warranties, covenants, and closing
conditions in the acquisition agreement. The panel discusses the
negotiation process as well as the market trends in resolving
various negotiated issues. Special attention is given to use of
escrows, survival terms for representations and warranties,
differences between stock and asset transactions, structuring
indemnities (whether joint or several) of the appropriate scope and
duration, and issues that arise when one or more of the sellers will
be an employee or stockholder after the closing.
3:00 p.m. Networking Break
3:15 p.m. Negotiating the Acquisition of the Private Company
(continued)
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment
Note: The discussions include at least one full hour on ethics and
professional responsibility issues, accepted as such by most, but not
all, MCLE jurisdictions.
Total 60-minute hours of instruction: 12.25
◆ REGISTRATION—800-CLE-NEWS—www.ali-aba.org
Tuition for this course is $1,095. Tuition entitles registrants to admission to all sessions, a set of
study materials, and Continental breakfasts and refreshment breaks daily. To register, simply
return the form provided, with payment; or register with a credit card by:
• Phone: 800-CLE-NEWS (800-253-6397)
• FAX: 215-243-1664
• Internet: www.ali-aba.org
Registrations will be accepted at the door if space is available, but please call in advance to
avoid disappointment. All course accounts must be settled by the first session of the course to
ensure admittance to the classroom.
Newly admitted lawyers (within the past two years) and retired senior lawyers (65 and over)
are eligible for a 50% tuition discount and should include a note explaining their eligibility. Dis-
counts may not be combined.
Services for Persons with Disabilities: If special arrangements are required for an individual
with a disability to attend this program, please inform ALI-ABA of any special needs at least
two weeks in advance.
◆ CANCELLATIONS
Cancellations received no later than February 27 will be honored and tuitions refunded, less a
$50 cancellation fee. Cancellations received by noon March 1 also will be honored and tuitions
refunded, less a $100 cancellation fee. Telephone cancellations (800-CLE-NEWS) will be hon-
ored under the above time limits and terms, but must be confirmed by letter; all requests for
refunds must be received in writing and must be postmarked no later than March 6.
◆ HOTEL ACCOMMODATIONS
A limited block of rooms has been reserved at the Renaissance Stanford Court. Room rate:
$185 per night, single or double occupancy. These rooms will be held as a block, unless exhaust-
ed, until January 30, at which time they will be released to the general public. Registrants must
make their own hotel reservations and indicate that they are attending the ALI-ABA Course of
Study to qualify for rooms in the block.
Room reservations may be made by calling or writing to the Renaissance Stanford Court,
905 California Street, San Francisco, CA 94108; phone (415) 989-3500 or (800) 227-4736; FAX
(415) 391-0513. Confirmations will be sent by the hotel. Please read the cancellation policy care-
fully.
◆ ADDITIONAL INFORMATION AND WEB REGISTRATION
For further information write Alexander Hart, Director, Courses of Study, ALI-ABA, 4025
Chestnut Street, Philadelphia, PA 19104-3099; or telephone (215) 243-1630 or (toll free, U.S. and
Canada only) (800) CLE-NEWS (253-6397), extension 1630. To view full details and updates
and/or register online, go to www.ali-aba.org/aliaba/CL074.htm
Here’s what registrants have said about
recent presentations of this course:
“The course was really in-depth and analytical.”
“Mock negotiation session was an excellent presentation. Format is very
good for keeping audience interested.”
“Very illuminating. Areas I never thought of before and never considered
became very apparent and compelling.”
“Excellent program. The speakers were knowledgeable and effectively
presented their various topics and points of view.”
“The materials and topics were excellent. The mock negotiation was
extremely informative and insightful — excellent course.”
“Superb!”

NETWORKING OPPORTUNITIES
Networking is an important reason to attend this and every other
ALI-ABA course of study. The registrants for last year’s presentation of
this course came from 29 states!

CAN’T ATTEND? ORDER THE STUDY MATERIALS!
A book of specially prepared study outlines and related material will be dis-
tributed at the course site. To order these materials separately for $149,
please use the form provided; shipping and handling are free!

AUDIOCASSETTE TAPES and AUDIO mp3 CD-ROMs of this course will be
available with the study materials approximately four to six weeks after the
program for $549, about one-half the tuition. Recordings are nonreturnable,
but will be replaced if defective. To order, please see the form; shipping and
handling are free!

DISCOUNTED AIRFARES
For ALI-ABA discounted airfares, please call UNITED at (800) 521-4041, re: File #535DG.
Restrictions may apply.
TUITION ASSISTANCE
Tuition assistance for ALI-ABA courses, based on need, is available on application. We are par-
ticularly interested in applications from minority lawyers, public interest lawyers, government
lawyers, and recently admitted solo practitioners. To apply, please request an application form
from ALI-ABA, or go to www.ali-aba.org/aliaba/form_TA.asp. All applications must be
received by mail no later than three weeks before the course begins. FAX copies are not accept-
able. Applications must be accompanied by a $25 nonrefundable processing fee (waived for full-
time J.D. candidates).
MANDATORY CLE AND CPE CREDIT
Virtually all ALI-ABA Courses of Study are fully accredited in mandatory continuing legal edu-
cation (MCLE) jurisdictions (including California) for varying numbers of credit hours. To
obtain specific information on CLE, CPE, or other professional accreditation of this course,
please contact ALI-ABA, or go to www.ali-aba.org/aliaba/mcle_infopage.asp.

OTHER ALI-ABA COURSES OF STUDY
Regulation D Offerings and Private Placements
March 16-18, 2006, Scottsdale (Phoenix), Arizona
Product Distribution and Marketing
March 16-18, 2006, San Francisco
Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities, and Bankruptcy
March 30-April 1, 2006, Scottsdale (Phoenix), Arizona
Commercial Securitization for Real Estate Lawyers
April 27-28, 2006, Dallas
Securities Litigation: Planning and Strategies
May 4-5, 2006, Boston
SEC/NASD Compliance
June 16, 2006, Washington, D.C.
Investment Company Regulation and Compliance
June 21-23, 2006, Boston
Executive Compensation: Strategy, Design, and Implementation
June 22-23, 2006, New York
21st Annual Advanced ALI-ABA Course of Study • March 2-3, 2006, in San Francisco
Printed on recycled paper
CORPORATE MERGERS AND ACQUISITIONS
COURSE REGISTRATION FORM NAME (please print)_______________________________________________________________________________
• To register or order please clip, fill out, and mail • Save time when registering or ordering by credit FIRM _____________________________________________________________________________________________
this form together with payment to American card. Send your completed coupon to ALI-ABA STREET ADDRESS _________________________________________________________________________________
Law Institute-American Bar Association by FAX: (215) 243-1664. Please do NOT duplicate
Continuing Professional Education: REGISTRAR, previously FAXed registrations or orders via SUITE/FLOOR NUMBER ___________________________________________________________________________
ALI-ABA, 4025 Chestnut Street, Philadelphia, PA mail or phone. CITY__________________________________ STATE _____________ ZIP+4_________________________________
19104-3099.
• To register or order by phone using a credit card, PHONE ( ) ___________________________ SIGNATURE __________________________________________
Please attach names and addresses of additional please call: 1-800-CLE NEWS. E-MAIL ADDRESS _________________________________________________________________________________
registrants. Payment by check or credit card should
ADDRESS CHANGE? Go to www.ali-aba.org/aliaba/change_ad_form.asp
accompany order or registration. Advance • To register or order via the Internet using a credit
confirmation recommended for door registration. card, visit www.ali-aba.org Please include key code, below, when you register or order. Thank you.

❑ Please enter ___ registration(s) for the ALI-ABA Course of Study, Corporate Mergers and Acquisitions, American Law Institute-American Bar Association
Continuing Professional Education Nonprofit Organization
March 2-3, 2006, in San Francisco. Tuition: $1,095. CL074 U.S. Postage
4025 Chestnut Street, Philadelphia, PA 19104-3099
PAID
I cannot attend this course. Please send me:
Key code CL074LMOF Lancaster, PA
❑ Audiocassettes of the program, including the course materials, for $549. AL074 Permit Number 1274

❑ Audio mp3 CD-ROM of the program, including the printed course materials, for $549. AL074CD

❑ Course materials only for $149, available in March. SL074

15% Discount for ALI-ABA In-House Members
❑ My office is a member of ALI-ABA In-House. Payment is in the amount of the stated tuition or price, minus
15%. For more information about ALI-ABA In-House, visit www.ali-aba.org/aliaba/Cle_MenuPg.asp.

$ ____________ Total ❑ Check enclosed (payable to ALI-ABA)

PA residents only, add 7% sales tax to total amount (excluding course registrations).
Please charge to my credit card : ❑ AMEX ❑ DISCOVER ❑ MasterCard ❑ VISA

Card no.: ______________________________________________________ Card expiration date: ___________