主办单位 Practising Law Institute

Our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

What You Will Learn

  • Analyze the terms of an acquisition agreement
  • Develop successful negotiation strategies
  • Use letters of intent to maximize strategic advantage
  • Structure and negotiate earn-outs and critical risk allocation provisions
  • Spot and deal with the key issues that arise in non-corporate law areas, such as:
  • Employee benefits
  • Labor and employment
  • Intellectual property
  • Cope with the special problems associated with acquisitions of divisions or subsidiaries
  • Understand the fiduciary duties of directors and majority shareholders in a sale transaction
  • Understand the special issues relating to financial sponsors
  • Recognize ethical issues that arise during the negotiation and documentation of transactions
  • Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

During the Practising Law Institute’s 9:15am EDT presentation on June 9th, General Business Considerations and Letters of Intent in Private Acquisitions or Sales, Mayer Brown partner Joseph Castelluccio will discuss:

General Considerations
Brief summary of the financial and business considerations applicable to the acquisition or sale of a privately held company, including:

Valuation analysis

  • The art and science of the sale process
  • The role of a financial adviser and financing issues

Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales

  • The elements and purposes of a letter of intent
  • Advantages and disadvantages in using a letter of intent
  • Impact on negotiating strategy and bargaining leverage
  • Early deal considerations and planning issues
For more information, please visit the event website.