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Sponsored by Lorman Education
Product ID: 407767EAU
 
Credit & Course Provided by:

Mergers and Acquisitions: After the Deal

OnDemand Webinar (100 minutes)

Stay up to speed on the tax issues and integration issues that can occur after a merger or acquisition deal.In mergers and acquisitions, much attention is devoted by the parties (pre-closing) to the benefits of the transaction and how the transaction should be structured. Often, however, problems arise after the acquisition is completed that can undercut the anticipated benefits of the transaction, or at least make a smooth, integrated transition more difficult. This topic will focus on, among other things, how a deal structure can influence post-closing issues, including continuity of interest for tax purposes, what problems may arise post-closing, how the acquisition agreement's provisions may affect post-closing matters, and how generally to anticipate problems following completion of the acquisition. In addition, the effect of the COVID-19 pandemic on closing conditions will be discussed in view of current, pending litigation in Delaware that has received significant national attention.

Authors

Michael D. Waters, Jones Walker LLP

Agenda

Introduction/Reasons for the Deal

Transaction Structures

• Mergers (Consolidations)

• Asset Acquisitions

• Stock Purchases

• Share Exchanges

• Advantage/Disadvantages

The Acquisition Agreement

• Does It Apply After the Deal Closes?

• Pertinent Provisions Post-Closing

• Two Key Agreement Issues

- Purchase Price Adjustments Post-Closing

- Appraisal Rights

Post-Closing Filings

• SEC Filings for Public Companies

• Form D for Exempt Offerings (Do Not Forget State Filings)

• Regulatory Notices

• Asset Acquisitions - Deeds, Bills of Sale, etc. vs. Mergers

What to Do About Minority Shareholders Post-Closing

• Fiduciary Duty of Majority Stockholder

• Fairness in Freeze-Outs (Squeeze-Outs)

Integration of the Companies

• Structure May Control

• Employee Relations/Benefits

• Stay Bonuses

• Marketing

• Labor Relations

• WARN Act Issues

• Service Contracts

Tax Issues/Continuity of Interest

• Advantages of Tax Free Acquisitions

• The Form of the Transaction Is Key

• Continuity of Interest

Particular Effects of COVID-19 in the Acquisition Market

• Uncertainty of Future Deals

• What If a Deal Is Pending (or in the Negotiation Stage)?

- COVID-19's Effect on the Economy

- How to Read/Structure Representations and Warranties

- MAC/MAE Definitions and the Right to Terminate

• A Closer Look at Two Practical Cases:

- In Re IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001)

- Forescout v. Advent - Pending in Delaware Chancery Court