Virginia State Bar

An agency of the Supreme Court of Virginia

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Business Law Section

A Section of the Virginia State Bar.

Section News and Information

April 21, 2017

44th Annual Advanced Business Law Conference April 20-21, 2017 (Wintergreen Resort)

Friday noon - Saturday 1PM

Wintergreen Resort & Conference Center

[8.0 hours MCLE/2.0 ethics]

 

THE M&A PLAYBOOK FOR SELLER’S COUNSEL:

ENHANCING DEAL VALUE AND MITIGATING DEAL RISK

 

REGISTER HERE: https://www.vacle.org/product.aspx?zpid=5750&zskuid=22456

Our faculty of experienced M&A lawyers and professionals will offer in-depth discussion, outlines and practice forms designed to provide business lawyers with a helpful “playbook” for representing a client through a company sale, including: 

Finding the “Right” Buyer: State of the market; managing seller goals and expectations; auction versus. private sale; financial or private equity fund vs. strategic buyer; and managing “busted deal” risk through effective non-disclosure agreements and letters of intent

  • John Dickinson, Dickinson, Williams & Company / Richmond (Investment Banking)
  • Andrew Lohmann, Hirschler Fleischer, P.C. / Richmond

“Reverse” Due Diligence: Proactive planning through preparing for and responding to buyer due diligence requests, focusing on new areas of buyer emphasis (data privacy; open source software problems and solutions; international compliance including FCPA and foreign anti-corruption, export controls and sanctions; overriding foreign contract laws; and voluntary disclosures); accounting steps to enhance valuation (anticipating buyer financial, accounting and tax due diligence and understanding how historical and projected earnings can affect price and terms)

  • Moderator: Steven J. Keeler, McGuireWoods LLP / Charlottesville
  • Sanjay N. Beri, DLA Piper / Reston
  • John M. Huddle, The Global Law Group, PLC / Richmond
  • David Siegel, CPA, Cherry Bekaert, LLP / Atlanta, GA

Structuring the Transaction: Tax and transaction logistics issues, including: stock sale or merger structures versus asset transfers; purchase price consideration: cash, buyer equity or notes; management equity exchanges; earn-outs; transition services agreements; and tax planning and avoiding post-closing deal risks and disputes

  • William J. Mutryn, Holland & Knight LLP / Tysons
  • Howard N. Solodky, Womble Carlyle Sandridge & Rice, LLP / Washington, DC

Anatomy of the Purchase Agreement (sample provisions will be provided):   Discussion of “market” and most important terms; working capital and other purchase price adjustments; risks associated with earn outs, buyer equity and seller notes; representations and warranties, survival periods, seller indemnification, escrows, holdbacks and offsets; “caps”, “baskets” and “materiality scrapes” and their impact on indemnification risks; and non-competes and other post-closing seller covenants and risks. 

  • Moderator: Karl T. Knoll, Clarabridge, Inc. / Reston
  • Steven J. Keeler, McGuireWoods LLP / Charlottesville
  • William J. Mutryn, Holland & Knight LLP / Tysons

Ethical issues facing M&A lawyers (2.0 Ethics MCLE): an interactive program using hypotheticals to discuss challenges, such as: negotiation ethics; properly identifying the “client” in M&A deals; ownership of the attorney-client relationship and privilege protection before, during and after the transaction; implications of joint representation in M&A deals; and representing employees before and after these transactions

  • Thomas E. Spahn, McGuireWoods LLP / McLean

In addition to the other benefits of a live program in a beautiful setting away from the office, the Conference is intended to encourage professional networking and social and recreational opportunities.  Spouses or significant others are invited to reception and dinner. We look forward to seeing you at Wintergreen!

Registration at https://www.vacle.org/product.aspx?zpid=5750&zskuid=22456. For more information meanwhile please contact:

John M. Huddle, Section Chair jhuddle@TheGlobalLawGroup.com

Why attend?  There was a time when most company founders insisted that they would never sell their company.  Today, most business owners expect and even design their business plans for growth and an eventual exit.   As seller’s counsel, you may have represented the target business for years or just received a referral to handle the deal.  The seller may be experienced with mergers and acquisitions or may be facing his or her first deal.  How early are you to the process?  Has your client hired an investment banker to help auction the company or is a preemptive buyer already identified?  Will the founder or key people go along with the deal or retire?  Are there international, intellectual property, antitrust or other unique issues involved?

In a private company sale, seller’s counsel must help the client navigate many areas of law, accounting and business, from due diligence, to confidentiality agreements and letters of intent, to working capital adjustments and earn outs, to tax planning, indemnification risk and beyond.  The “best” sale process and deal terms will depend on the seller’s objectives, ownership, strengths and weaknesses, industry, market timing and many other factors.  An M&A process is often more art than science, especially in a rapidly changing economy where business models are as varied as the types of buyers looking to buy companies.

Our faculty of experienced M&A lawyers and subject matter experts will be focused on providing practical insights and strategies to respond to these market dyanmics.

Video replays are being offered by VACLE and details may be found at www.vacle.org.

Business Law Section Board and Program Committee for this Conference:

John M. Huddle (Chair) The Global Law Group, PLC / Richmond
Matthew A. Clary, III, Law Offices of Matthew A. Clary, III / Fairfax
Brent Justus, McGuireWoods LLP / Richmond
Steven J. Keeler, McGuireWoods LLP / Charlottesville
Talfourd H. Kemper, Jr. Woods Rogers PLC / Roanoke
Karl T. Knoll, Clarabridge, Inc. / Washington, DC
Dana McDaniel, Spotts Fain / Richmond

 

Supporting VSB Practice Section: 

International Practice Section (Megan Gajewski Barnhill, Chair megan.gajewskibarnhill@bryancave.com)