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Stock Purchase Agreements Seminar Pdf - PDF by eqz21798


Stock Purchase Agreements Seminar Pdf document sample

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									 S E M I N A R

Representations, Warranties,
Indemnification & Termination Clauses
Drafting and negotiating business acquisition agreements
Why attend?                                                                                          FACULTY
Virtually every contract for the acquisition of a business contains extensive representations and    William F. Griffin, Jr., Esq., Chair
                                                                                                     Davis, Malm & D’Agostine, PC, Boston
warranties, indemnification and termination provisions. The negotiation of such clauses is often
a time-consuming and even a combative process. A thorough understanding of the nature of the         Sophie C. Migliazzo, Esq.
business acquisition process and the purposes and interrelationships of the various clauses of the   Davis, Malm & D’Agostine, PC, Boston
acquisition agreement can streamline the negotiation process and eliminate needless disputes in      Donald H. Siegel, Esq.
M&A transactions.                                                                                    Posternak Blankstein & Lund LLP, Boston
  This program is designed for attorneys seeking to improve their practical skills in drafting,      George W. Tetler III, Esq.
negotiating, and closing business acquisition agreements. The program gives you an overview of       Bowditch & Dewey LLP, Worcester
the business acquisition process, analyzing the various clauses in a typical acquisition agreement
                                                                                                     DATE AND LOCATION
and providing practical advice for drafting and negotiating agreements on behalf of both buyers
                                                                                                     Thursday, May 15, 2008
and sellers. Using hypothetical negotiation sessions involving stock purchase and asset purchase
                                                                                                     9 a.m. – 1 p.m.
transactions, the faculty members illustrate common issues for negotiators and suggest ways of       MCLE Conference Center,
resolving conflicting positions. The faculty also examines recent trends in “deal points” in         10 Winter Place, via Winter Street,
private and public acquisitions.                                                                     Boston

You will learn . . .                                                                                 PROGRAM NO. 2080306P01
  The unstated assumptions of business acquisition agreements
  The purposes and interrelationships of typical representations, covenants, conditions, and           .5    Ethics Credit   4    Substantive Credits
  indemnification clauses
  How to prepare for a merger negotiation                                                            TUITION includes written materials
  When to use and avoid knowledge and materiality qualifications
                                                                                                      MCLE Sponsor Members . . . . . . .$175
  Judicial interpretations of material adverse change (MAC) clauses                                   MBA/BBA Members . . . . . . . . . . .$185
  How to use baskets, caps, deductibles, and other limitations on indemnification                     All Others . . . . . . . . . . . . . . . . . .$195
  How to secure indemnification obligations through escrows and set-offs
  Current trends and “best practices” in public and private deals
                                                                                                     SPECIAL NEW LAWYER DISCOUNT
Agenda                                                                                                     For new lawyers admitted after 2003,
                                                                                                          pending admittees, and law students
  The Acquisition Mating Dance
                                                                                                      MCLE Sponsor Member . . . . . . . .$95
  Understanding the Business Context
                                                                                                      MBA/BBA Member . . . . . . . . . . .$125
  The Importance of Deal Structure
  Educating the Client
                                                                                                     CAN’T ATTEND?
  Letters of Intent and Term Sheets
                                                                                                            Written Materials
  Drafting the Acquisition Agreement                                                                  e      MCLE Sponsor Member . . . .$85
  The Central Role of Compromise
                                                                                                              Nonmember . . . . . . . . . . . . .$95
  Negotiating Stock Purchase Agreements
  Negotiating Asset Purchase Agreements                                                              ]        MCLE Sponsor Member . . .$120
  The ABA’s “Deal Points” Reports
                                                                                                              Nonmember . . . . . . . . . . . .$135
  Ethical Issues for Attorneys Negotiating Acquisitions
  “Ask the Experts” Q&A Session                                                          [16]                                Tel 800-966-6253        Fax 617-482-9498

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