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.
Add to Wishlist
Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
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
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)?
- A Closer Look at Two Practical Cases
Add to Wishlist
Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on September 29, 2023.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.5
- Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.7
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.7 hours credit.
- AR CLE 1.5
- This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- CT CLE 1.5
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- HI CLE 1.5
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
- IL CLE 1.5
- This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.75
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.75 hours of CLE credit.
- NH MCLE 1.7
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 100 Minutes.
- NM CLE 1.6
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.6 hours of credit.
- NV CLE 1.5
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
- NY CLE 2.0 including Areas of Professional Practice 2
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 2.0 credit hours in the area(s) of Areas of Professional Practice for 2.00 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- PA CLE 1.5
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
- RI CLE 2.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 2.0 hours of CLE credit.
- VA CLE 1.5
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 CLE credit hours.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
Add to Wishlist
Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Michael D. Waters
Jones Walker LLP
- Partner in the Birmingham, Alabama office of Jones Walker LLP
- Practiced in the corporate and securities area, primarily for financial institutions, for more than 35 years, representing banks, bank holding companies, and other financial entities in acquisitions, capital raising transactions, SEC and shareholder issues, new bank formations, and board fiduciary duty issues
- Advised buyers and sellers in approximately 120 bank mergers and acquisitions, ranging from small community banks to the acquisition of a $34 billion holding company
- Recognized in Chambers USA, banking, and finance annually since 2013
- Recognized by Alabama Super Lawyers annually since 2008 for work in the banking and securities and corporate finance area
- Named by Best Lawyers in America annually since 1995 for work in the area of banking and finance law, corporate law, and financial services regulation law
- J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University
Add to Wishlist
Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
All of your training, right here at Lorman.
Pay once and get a full year of unlimited training in any format, any time!
- OnDemand Courses
- Live Webinars
- MP3 Downloads
- Course Manuals
- Executive Reports
- White Papers and Articles
Additional benefits include:
- State Specific Credit Tracker
- All-Access Pass Course Concierge
Questions? Call 877-296-2169 to speak with a real person.
Access to all training products for one year
$699/year
Unlimited Lorman Training
With the All-Access Pass there is no guessing what you will need for your yearly training budget. $699 will cover all of your training needs for an entire year!
Easy Registrations
Once you purchase your All-Access Pass you will never be any further than one-click away from attending any Lorman training course.
Invest in Yourself
You haven't gotten to where you are professionally by luck alone; it's taken a lot of hard work and training. Invest in yourself with the All-Access Pass.
