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eSupplement to the 19th Annual Mergers and Acquisitions Institute

Contains material from May 2023 to Sep 2023

eSupplement to the 19th Annual Mergers and Acquisitions Institute
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panel discussions were excellent

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Session 1: Key Trends in Private Company Mergers and Acquisitions - A discussion of trends in private M&A deals including key negotiating points, developments in representation and warranty insurance, the role of an investment bank and related engagement letter terms and recent Delaware caselaw.

Session 2: Deal Issues and Trends in Today's Health Market Economic uncertainty and challenging labor issues may have slowed M&A activity for certain healthcare sectors during the first part of the year, but deal-making is expected to accelerate. This panel discusses industry trends and predictions, as well as important business and regulatory issues when negotiating transactions on behalf of medical groups, hospitals, health plans, technology companies, and private equity funds from both the buyer and seller perspectives.

Session 3: Part One: Corporate Transparency Act Regulations Hear an overview of the Corporate Transparency Act and related regulations and a discussion regarding who is a reporting company, who is a beneficial owner, and what information will be required to be disclosed.

Session 4: Part Two: Corporate Transparency Act Regulations and the Practical Implications - A practice-focused review on the implications of the CTA for lawyers who serve or who have served as an organizer of covered entities and what communications and safeguards practitioners can implement now to prepare themselves and their clients for the implementation of the CTA.

Session 5: Texas Two-Step: What’s all the Fuss About? - The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.

Session 6: Structuring Acquisitions and Sales when the Target is an S Corp - Explore popular structuring methods used to acquire businesses operating as an S Corp, including a step-by-step analysis of the tax-free S Corp “F” Reorganization technique whereby a target S Corp is converted into an LLC that is acquired by the purchaser. Alternative structuring options, equity rollovers, and S Corp due diligence issues also will be discussed.

Session 7: How Does the Recent NLRB Memo Affect Texas Non-Competes?  - This presentation discusses the Memorandum GC-23-08 issued on May 30th that states, “except in limited circumstances, “the proffer, maintenance and enforcement” of non-compete provisions violates the NLRA because these agreements “reasonably tend to chill employees” in their exercise of Section 7 rights”.

Includes: Video Audio Paper Slides

  • Total Credit Hours:
  • 5.25 | 1.00 ethics
  • Credit Info
  • TX, CA
  • TX MCLE credit expires: 9/30/2024

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1. Key Trends in Private Company Mergers and Acquisitions (Jul 2023)

Andy Smetana, Jim Stone, J. Robert Suffoletta, Corinna Ulrich

1.00 0.25 0.00 1.00 | 0.25 ethics
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(mp4)
58 mins
(mp3)
58 mins
(pdf)
20 pgs
Session 1 —58 mins
1.00 | 0.25 ethics
Key Trends in Private Company Mergers and Acquisitions (Jul 2023)

A discussion of trends in private M&A deals including key negotiating points, developments in representation and warranty insurance, the role of an investment bank and related engagement letter terms and recent Delaware caselaw.

Originally presented: May 2023 Technology Law Conference

Andy Smetana, Perkins Coie LLP - Austin, TX
Jim Stone, Cascadia Capital - Seattle, WA
J. Robert Suffoletta, Wilson Sonsini Goodrich & Rosati, P.C. - Austin, TX
Corinna Ulrich, RealPage, Inc. - Richardson, TX

Show session details

2. Deal Issues and Trends in Today's Health Market (May 2023)

Hal S. Katz, Ben Griffith, W. Christopher Shea, Ajeya Shekar

0.75 0.00 0.00 0.75
Preview Materials

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(mp4)
46 mins
(mp3)
46 mins
Slides
(pdf)
6 pgs
Session 2 —46 mins
0.75
Deal Issues and Trends in Today's Health Market (May 2023)

Economic uncertainty and challenging labor issues may have slowed M&A activity for certain healthcare sectors during the first part of the year, but deal-making is expected to accelerate. This panel discusses industry trends and predictions, as well as important business and regulatory issues when negotiating transactions on behalf of medical groups, hospitals, health plans, technology companies, and private equity funds from both the buyer and seller perspectives.

Originally presented: Apr 2023 Health Law Conference

Hal S. Katz, Husch Blackwell LLP - Austin, TX
Ben Griffith, GI Alliance - Dallas, TX
W. Christopher Shea, Memorial Hermann Health System - Houston, TX
Ajeya Shekar, Provident Healthcare Partners, LLC - Boston, MA

Show session details

3. Part One: Corporate Transparency Act Regulations (Sep 2023)

Lauren White

0.50 0.00 0.00 0.50
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(mp4)
26 mins
(mp3)
26 mins
(pdf)
12 pgs
(pdf)
9 pgs
Session 3 —26 mins
0.50
Part One: Corporate Transparency Act Regulations (Sep 2023)

Hear an overview of the Corporate Transparency Act and related regulations and a discussion regarding who is a reporting company, who is a beneficial owner, and what information will be required to be disclosed.

Originally presented: Jul 2023 LLCs, LPs and Partnerships

Lauren White, Haynes and Boone, LLP - Dallas, TX

Show session details

4. Part Two: Corporate Transparency Act Regulations and the Practical Implications (Sep 2023)

Charis B. Clawson, Taylor Fitzner

0.50 0.50 0.00 0.50 | 0.50 ethics
Preview Materials

Download session materials for offline use

(mp4)
29 mins
(mp3)
29 mins
(pdf)
16 pgs
(pdf)
26 pgs
Session 4 —29 mins
0.50 | 0.50 ethics
Part Two: Corporate Transparency Act Regulations and the Practical Implications (Sep 2023)

A practice-focused review on the implications of the CTA for lawyers who serve or who have served as an organizer of covered entities and what communications and safeguards practitioners can implement now to prepare themselves and their clients for the implementation of the CTA.

Originally presented: Jul 2023 LLCs, LPs and Partnerships

Charis B. Clawson, Baird, Crews, Schiller and Whitaker, P.C. - Temple, TX
Taylor Fitzner, Baird, Crews, Schiller and Whitaker, P.C. - Temple, TX

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5. Texas Two-Step: What’s all the Fuss About? (Sep 2023)

Byron F. Egan

0.75 0.25 0.00 0.75 | 0.25 ethics
Preview Materials

Download session materials for offline use

(mp4)
42 mins
(mp3)
42 mins
(pdf)
28 pgs
Session 5 —42 mins
0.75 | 0.25 ethics
Texas Two-Step: What’s all the Fuss About? (Sep 2023)

The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.

Originally presented: Jul 2023 LLCs, LPs and Partnerships

Byron F. Egan, Jackson Walker LLP - Dallas, TX

Show session details

6. Structuring Acquisitions and Sales when the Target is an S Corp (Sep 2023)

Dan G. Baucum, Adrienne Randle Bond

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
46 mins
(mp3)
46 mins
(pdf)
14 pgs
(pdf)
13 pgs
Session 6 —46 mins
0.75
Structuring Acquisitions and Sales when the Target is an S Corp (Sep 2023)

Explore popular structuring methods used to acquire businesses operating as an S Corp, including a step-by-step analysis of the tax-free S Corp “F” Reorganization technique whereby a target S Corp is converted into an LLC that is acquired by the purchaser. Alternative structuring options, equity rollovers, and S Corp due diligence issues also will be discussed.  

Originally presented: Jul 2023 LLCs, LPs and Partnerships

Dan G. Baucum, Ferguson Braswell Fraser Kubasta PC - Plano, TX
Adrienne Randle Bond, Frost Brown Todd LLP - Houston, TX

Show session details

7. How Does the Recent NLRB Memo Affect Texas Non-Competes?  (Sep 2023)

Suzanne Lehman Johnson, Zach Wolfe

1.00 0.00 0.00 1.00
Preview Materials

Download session materials for offline use

(mp4)
62 mins
(pdf)
13 pgs
Session 7 —62 mins
1.00
How Does the Recent NLRB Memo Affect Texas Non-Competes?  (Sep 2023)

This presentation discusses the Memorandum GC-23-08 issued on May 30th that states, “except in limited circumstances, “the proffer, maintenance and enforcement” of non-compete provisions violates the NLRA because these agreements “reasonably tend to chill employees” in their exercise of Section 7 rights”.

Originally presented: Aug 2023 How Does the Recent NLRB Memo Affect Texas Non-Competes?

Suzanne Lehman Johnson, Lehman Johnson Law PLLC - Houston, TX
Zach Wolfe, Zach Wolfe Law Firm - Houston, TX