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    Course Information

7150  An Introduction to the Basic Legal Principles of Mergers and Acquisitions: The Ten Building Blocks


No cost or obligation  
Course Length    111 minutes
Course Price    $ 119.00

Volume discounts and subscriptions are available; for more information, contact Cognistar Sales.

    Accreditation Information


Click on jurisdiction below for more details.
>>  1.75  credits    AZ  CA  WA
>>  1.80  credits    GA
>>  2.00  credits    CO  NJ  NY  PA  RI  WV

    About the Instructor(s)



 
Samuel Thompson

The Penn State Dickinson School of Law

Samuel C. Thompson Jr. joined Penn State’s Dickinson School of Law in July 2007 as a professor of law and the founder and director of Penn State’s Center for the Study of Mergers and Acquisitions. The Center examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions and hosts continuing legal education programs addressing these issues.

Professor Thompson, who previously was a professor of law at the University of California Los Angeles School of Law and director of the UCLA Law Center for the Study of Mergers and Acquisitions, is a highly regarded scholar of corporate and international tax, corporate governance, and antitrust and is the author of 16 books and more than 75 articles. His teaching interests focus on the corporate, securities, tax, and antitrust aspects of mergers and acquisitions as well as international tax, investment banking, taxation of business entities, and economic growth policy.

Throughout his distinguished career, Professor Thompson has held a number of notable positions, such as head of the tax department of Schiff Hardin & Waite in Chicago; tax policy advisor, on behalf of the U.S. Treasury Tax Assistance Office, to the South African Ministry of Finance in Pretoria, South Africa; Attorney Fellow in the Securities and Exchange Commission’s Merger and Acquisitions Office; consultant on merger and acquisition issues to the Federal Trade Commission; and professor in residence at the European Commission’s Antitrust Merger Taskforce in Brussels. On several occasions he has testified about tax policy before the U.S. House of Representatives Committee on Ways and Means and the House Judiciary Committee. He formerly served as dean of the University of Miami School of Law and has been a professor and distinguished visiting professor at the University of Virginia School of Law and the Jacquin D. Bierman Visiting Professor of Taxation at Yale Law School.

As a law student, Professor Thompson worked on a university-sponsored civil rights project near Leland, Mississippi, before beginning service as an officer in the United States Marine Corps, where he rose to captain and received the Navy Commendation Medal for service in Vietnam. He played varsity football at his undergraduate school, West Chester University.



  Keith Flaum
Cooley Godward Kronish LLP

Keith A. Flaum is a partner in the Cooley Godward Kronish Business Department and a senior member of the firm’s Mergers & Acquisitions Group. He is resident in the firm’s Palo Alto office and has been with the firm since 1995.

Mr. Flaum practices primarily in the mergers & acquisitions area, where he represents both public and private companies in the information technology and life sciences industries, and in a broad range of other industries. He has extensive experience in handling a wide variety of U.S. and cross-border acquisition transactions, regularly handling transactions throughout Europe, Asia and the rest of the world.

Mr. Flaum is a member of the Committee on Negotiated Acquisitions (affiliated with the American Bar Association’s Section of Business Law), which is comprised of M&A specialists from across the United States, Canada and more than 15 other countries. He is chair of the committee’s M&A Market Trends Subcommittee, which tracks trends in public company and private company M&A transactions. He also serves on the committee’s Task Force on Acquisitions of Public Companies. Mr. Flaum has lectured extensively on M&A-related topics.

Mr. Flaum is the author of First Annual Deal Points Study Public Targets, The M&A Lawyer, Antitrust Provisions: A Dealmakers Guide, The M&A Law Journal, and Some Observations on Drafting Material Adverse Change Provisions in Agreements for the Acquisition of a Business, American Bar Association (1999). In addition, he is the co-author of Selected Developments in California Corporations Law and Federal Securities Law, Business Law Section of the State Bar of California (1993, 1994, 1995).

Mr. Flaum received a J.D. from the University of California, Davis School of Law, in 1989. He completed his undergraduate education at the University of California, Los Angeles, where he received a bachelor’s degree in 1986. Mr. Flaum is a member of the American Bar Association, the State Bar of California and the Colorado Bar Association.



    Outline + Synopsis

Outline Synopsis
An Introduction to the Basic Legal Principles of Mergers and Acquisitions: Ten Building Blocks
    I. Introduction
        A. Basic M&A Concepts and Transactional Forms
    II. The Ten Building Blocks
        A. Overview
        B. Understanding the M&A Marketplace
        C. Strategic Vision and Valuation of Target
        D. Antitrust and Other Regulatory Analysis (1)
        E. Antitrust and Other Regulatory Analysis (2)
        F. Understanding the Fiduciary Duties of Directors (1)
        G. Understanding the Fiduciary Duties of Directors (2)
        H. Understanding the Fiduciary Duties of Directors (3)
        I. Dealing With Pre-Deal Issues
        J. Structuring the Deal
            1. Deal Structure Factors
            2. Stock Acquisitions
            3. Asset Purchases
            4. Private Company Mergers
            5. Public Reverse Subsidiary Mergers (1)
            6. Public Reverse Subsidiary Mergers (2)
            7. Public Forward Subsidiary Mergers
            8. Public Binding Share Exchanges and Short-Form Mergers
            9. Tender Offer Hypothetical
            10. Tender Offers
        K. Drafting Acquisition Agreements
        L. Announcing the Deal, Drafting SEC Disclosure Documents, and Regulatory Filings
        M. Signing, Closing and Post-Closing Issues
    AfterWords®


This course is an introduction to mergers & acquisitions (M&A) for the uninitiated as well as the initiated. Giving an overview of the high points, it provides 10 building blocks for understanding basic M&A principles: understanding the marketplace, strategic vision and valuation, antitrust and other regulatory analysis, understanding the fiduciary duties of directors, pre-deal issues, structuring the deal, drafting acquisition agreements, announcing the deal and regulatory filings, issues between signing and closing, and closing and post-closing issues.

Based on the law school casebook, Business Planning for Mergers and Acquisitions by Samuel C. Thompson Jr. of Penn State’s Dickinson School of Law, it provides a methodology for approaching M&A issues.




    Content Provided By

 

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.




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7150  An Introduction to the Basic Legal Principles of Mergers and Acquisitions: The Ten Building Blocks

Course Price     $ 119.00


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