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Closely Held Company Merger & Acquisitions, Part I: Live Replay Audio Webcast | WebCredenza *
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9/24/2020
When: Thursday, September 24, 2020
Log-In: 12:45 PM | Program: 1:00 PM - 2:00 PM
Where: Audio Webcast: WebCredenza
United States

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You will access this CLE program through a third-party website. 

        
CLE Credits: 1.0 (This program does not qualify for PRACPRO credit)

Mergers or buyouts of closely held companies are a complex, multifaceted process. Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements and distributions to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.

Day 1:

  • Confidentiality considerations in the sale and negotiation process
  • Due diligence – financial, operational and workforce red flags
  • Stock v. asset transactions and forms of consideration – cash v. equity
  • Valuation of closely held companies in an illiquid market
  • Use or of “earnouts” to bridge the gap in valuation

Day 2 :

  • Reps, warranties, indemnity and basket issues common to closely held companies
  • Successor liability concerns where assets are transferred
  • Asset transfer issues – intangible assets, including intellectual property
  • Transition issues – management, employees, business relationship, contract issues
  • Escrow and post-closing issues

Speaker:
Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP
Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP

Registration Fee: $65

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For a refund call WebCredenza at 
866-879-9236.
CREDITS/CERTIFICATE
This program must be completed on the scheduled time and date in order to receive live credit.  Once completed you will receive your certificate from the Maine State Bar Association. This program does NOT qualify for PRACPRO credits.

If viewed after the program you will receive 
general self-study credit provided by WebCredenza  

QUESTIONS? CONTACT WEBCREDENZA
866-879-9236

Maine Bar Association 124 State St. Augusta, ME 04330