3300 Introduction to Legal Principles for Mergers & Acquisitions
Price: $ 119.00 (USD)
Add to Cart
You will receive 1.5 credits (CE) upon completion of this course.
Have a question about this course? .
Course Description
An overview of the basic legal principles of mergers and acquisitions, intended for lawyers new to the practice of corporate law, seasoned attorneys who are not M&A specialists, or investment bankers and other M&A professionals. The course focuses principally on state corporate law, federal securities laws, federal income tax law, antitrust law, accounting issues, and Hart-Scott-Rodino premerger notification issues arising in the three basic structures of an M&A transaction: the acquisition of the stock of a target, the acquisition of the assets of a target, and the acquisition of a target in a direct or triangular merger. In each case, the consideration paid will be either cash or stock of the acquiror, and the target will be either a closely held or publicly held corporation. Other topics addressed briefly are the negotiation of �walk rights,� indemnification provisions, and other key provisions of an acquisition agreement.
Back to Top
Course Outline
Introduction to Legal Principles for Mergers and Acquisitions
I. Introduction
II. 10 Building Blocks of Merger Analysis
A. Overview: 10 Building Blocks
B. Building Block #1: Understanding the M&A Marketplace
1. Understanding the M&A Marketplace
2. Current Marketplace
C. Building Block #2: Strategic Vision and Valuation
D. Building Block #3: Regulatory Analysis
1. Regulatory Analysis
2. Process for Analyzing Mergers (1)
3. Process for Analyzing Mergers (2)
E. Building Block #4: Fiduciary Duties of Directors
F. Building Block #5: Pre-Deal Issues
G. Building Block #6: Structuring a Deal
1. Structuring a Deal
2. Stock Acquisition
3. Asset Purchase
4. Private Company Merger
5. Reverse Subsidiary Merger
6. Public Forward Subsidiary Merger
7. Binding Share Exchange
8. Short-Form Merger
9. Tender Offer (1)
10. Tender Offer (2)
H. Building Block #7: Acquisition Agreement
1. Acquisition Agreement (1)
2. Acquisition Agreement (2)
I. Building Block #8: Announcement
J. Building Blocks #9 and 10: Closing and Post-Closing Issues
AfterWordsSM
Back to Top
I. Introduction
II. 10 Building Blocks of Merger Analysis
A. Overview: 10 Building Blocks
B. Building Block #1: Understanding the M&A Marketplace
1. Understanding the M&A Marketplace
2. Current Marketplace
C. Building Block #2: Strategic Vision and Valuation
D. Building Block #3: Regulatory Analysis
1. Regulatory Analysis
2. Process for Analyzing Mergers (1)
3. Process for Analyzing Mergers (2)
E. Building Block #4: Fiduciary Duties of Directors
F. Building Block #5: Pre-Deal Issues
G. Building Block #6: Structuring a Deal
1. Structuring a Deal
2. Stock Acquisition
3. Asset Purchase
4. Private Company Merger
5. Reverse Subsidiary Merger
6. Public Forward Subsidiary Merger
7. Binding Share Exchange
8. Short-Form Merger
9. Tender Offer (1)
10. Tender Offer (2)
H. Building Block #7: Acquisition Agreement
1. Acquisition Agreement (1)
2. Acquisition Agreement (2)
I. Building Block #8: Announcement
J. Building Blocks #9 and 10: Closing and Post-Closing Issues
AfterWordsSM
More Information
| Language | English |
| Course Length | 1.52 hours |
| Duration of Access | for 3 months from day of enrollment |
| Continuing Education Credits | 1.5 |
| Instructor | Samuel C. Thompson, Jr. |
| Vendor | Cognistar (Read more about Cognistar accreditation.) |
| Course Certification | CLE credit available, see details for each course for states where available |
| Prerequisites/Audience | intended for attorneys and law students |
| Requirements/Materials Included | computer with Internet access |
Price: $ 119.00 (USD)
Add to Cart