Description
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 (preclosing) 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 postclosing issues, including continuity of interest for tax purposes, what problems may arise postclosing, how the acquisition agreements provisions may affect postclosing matters, and how generally to anticipate problems following completion of the acquisition. In addition, the effect of the COVID19 pandemic on closing conditions will be discussed in view of current, pending litigation in Delaware that has received significant national attention.
Date: 2020-07-29 Start Time: 1:00 PM ET End Time: 2:40 PM ET
Learning Objectives
* You will be able to review transaction structures.
* You will be able to discuss the acquisition agreement.
* You will be able to describe what to do about minority shareholders postclosing.
* You will be able to recognize particular effects of COVID19 in the acquisition market.
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
CLE (Please check the Detailed Credit Information page for states that have already been approved) ,CPE ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
Michael D. Waters-Jones Walker LLP
