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

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You will receive 1.0 credit (CE) upon completion of this course.

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Course Description

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 States Dickinson School of Law, it provides a methodology for approaching M&A issues.
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Course Outline

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
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More Information

Language English
Course Length 1.85 hours
Duration of Access for 3 months from day of enrollment
Continuing Education Credits 1.0
Instructor Keith A Flaum, Samuel C. Thompson, Jr.
Vendor SmartPros Legal & Ethics, Ltd. (Read more about SmartPros Legal & Ethics, Ltd. 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)
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