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)_______________________________________________________________________________
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   registrants. Payment by check or credit card should
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❑ 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
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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).
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