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.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 0.75 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 9/30/2024
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Structuring Acquisitions and Sales When the Target is an S CorpNot yet rated
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.
Includes: Video Audio Slides
- Total Credit Hours:
- 0.75 hr | 0.25 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 9/30/2024
-
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Texas Two-Step: What’s All the Fuss About?3.67 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Interesting topic
Unincorporated Interests as Securities Under Federal and State Law
Everyone knows that corporate stock and bonds are securities under both federal and state law, but what about limited partnership interests? LLP interests? LLC interests? Joint venture interests? Explore recent cases under state and federal law exploring the boundaries of “What is a Security?”.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 0.75 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 9/30/2024
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Unincorporated Interests as Securities Under Federal and State Law3.25 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
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.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr | 0.25 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 8/31/2024
-
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Key Trends in Private Company Mergers and Acquisitions4 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Each topic could have covered more ground and possibly gone a bit deeper.
Preparing for an M&A Transaction
A discussion of due diligence considerations, sample deal timeline, non-disclosure agreement provisions, engaging an investment bank and letter of intent considerations.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 7/31/2024
-
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Preparing for an M&A Transaction3.96 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Deal Issues and Trends in Today’s Healthcare 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.
Includes: Video Audio Slides
- Total Credit Hours:
- 0.75 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 5/31/2024
-
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Deal Issues and Trends in Today’s Healthcare MarketNot yet rated
First Friday Ethics (June 2023)
Need ethics credit? We’ve got you covered! UT Law CLE’s First Friday Ethics streams live every first Friday of the month, and features some of our best ethics speakers and presentations for a total of 3.00 hrs ethics credit. Fulfill your entire annual ethics requirement in Texas in one day! This month includes: (1.00 hr | 1.00 hr ethics) Ethics and Other Issues in Student-Athlete NIL Deals (REPLAY) Colleges and universities have a complicated role in the rapidly evolving world of student-athlete NIL deals. Explore some of the issues that colleges and universities need to consider, including tricky questions about how to support student-athletes’ efforts to secure NIL deals while also protecting the institution. Amy A. Rodriguez, Adler & Colvin - San Francisco, CA Julie D. Vannatta, The Ohio State University, Retired - Columbus, OH (1.00 hr | 1.00 hr ethics) Deal Ethics (REPLAY) A discussion on a number of ethical issues that come up in the practice of mergers and acquisitions, including whether the same firm can represent two bidders for the same target, other conflicts of interest, the no-contact rule, managing the lawyer’s duty for truthfulness and protecting the client’s privilege. David I. Albin, Finn Dixon & Herling LLP - Stamford, CT Nathaniel L. Doliner, Carlton Fields - Tampa, FL (1.00 hr | 1.00 hr ethics) Mum’s the Word: Maintaining Client Confidentiality while Working from Anywhere and Everywhere (REPLAY) Working remotely and virtual meetings are here to stay. This presentation provides practical suggestions for structuring engagement letters, addressing conflicts of interest, and safeguarding client communications across all mediums. Jeff Chadwick, Winstead PC - The Woodlands, TX
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 3.00 hrs | 3.00 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 5/31/2024
-
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First Friday Ethics (June 2023)4.18 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
good
excellent speakers and information.
mums the word
The NIL presentation was terrific; the general ethics presentation less so but still helpful.
eSupplement to the 45th Annual Corporate Counsel Institute
Session 1: Unconscious Bias - A discussion of unconscious bias in the workplace, its impact on employment decisions, and best practices for supervisor training. Session 2: Responsible AI: Ethical Considerations and Building Trust through Transparency, Fairness, Accountability - Successful adoption of AI technology by organizations greatly depends on trust, which can be difficult to achieve. Hear ethical considerations and practical approaches as organizations work to incorporate transparency, fairness, accountability, and other principles in their efforts to build trust and implement responsible AI. Session 3: A Boardroom View to Preventing and Resolving Investigation Issues - Members of Boards of Directors discuss approaches to difficult situations including government and internal investigations, including working with disclosure committees and the financial team to identify issues; internal investigation experiences and board expectations; the roles of the audit committee and full board in responding to or overseeing investigations; crisis management; DOJ and SEC expectations for the Board; and board member responses to seeing actions from those agencies against companies in their industries. Session 4: Texas Twists in M&A: The Latest and Greatest - Texas has become a top relocation destination for growing and dynamic companies in all industries. Experienced M&A practitioners address some of the key differences in Texas law that companies should know when navigating Texas M&A transactions. Session 5: Depositions in Business Litigation - Learn strategies for securing the testimony you need in complex business cases.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 3.75 hrs | 0.75 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 4/30/2024
-
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eSupplement to the 45th Annual Corporate Counsel Institute4.5 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Good stuff.
Development-Stage Renewable Energy Project Acquisitions
The purchase or sale of a renewable energy project while it is in development presents a unique set of issues, such as a success and royalty based purchase price, buy back rights, build out restrictions, shared facilities and what closing conditions will be required. This panel will discuss these issues and more, particularly in light of an ever increasingly competitive market.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr | 0.25 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 4/30/2024
-
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Development-Stage Renewable Energy Project Acquisitions5 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Advising a Closely Held Client on the Purchase or Sale of a Business
Buyers and sellers of businesses often face critical issues concerning acquisition alternatives, due diligence required, optimal borrowing solutions, and valuations of assets and earnings. Learn about these issues from these experts in acquisitions and mergers, investment banking, and business valuation.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 1.50 hrs | 0.25 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 2/29/2024
-
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Advising a Closely Held Client on the Purchase or Sale of a Business4.29 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
great overview on key issues
Cultural Divide: More Mock Negotiation of a Strategic Acquisition of a Private-Equity Company
With their signature brand of mock negotiation, the panelists illuminate even more culture clashes that can emerge when a strategic buyer squares off against a private equity sponsor seeking to sell one of its portfolio companies. With the aid of an expert in the area of rep & warranty insurance (RWI), the panelists explore the challenges of using RWI to bridge the parties’ disparate negotiating positions.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 1.25 hrs
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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Cultural Divide: More Mock Negotiation of a Strategic Acquisition of a Private-Equity Company4.17 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Deal Ethics
A discussion on a number of ethical issues that come up in the practice of mergers and acquisitions, including whether the same firm can represent two bidders for the same target, other conflicts of interest, the no-contact rule, managing the lawyer’s duty for truthfulness and protecting the client’s privilege.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr | 1.00 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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Deal Ethics4.18 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
very practical and on point
Hot Topics in Private Equity M&A
All eyes are on Private Equity in 2022 to see how funds can deploy their continued unprecedented levels of dry powder in the current economic climate. Join top firm and in house M&A practitioners for a discussion on trends in PE M&A, including traditional whole company leveraged buy-outs, partial stake investments and acquisitions of public companies.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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Hot Topics in Private Equity M&A3.75 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Very good
It’s Not Easy Being Green: Energy Dealmaking in a Decarbonizing Future
As ESG regulatory and public pressures mount, dealmakers in the energy industry have been forced to reevaluate how they approach M&A transactions. Be it sourcing deals and capital, structuring and diligizing transactions, or broadening investment mandates, the rules have changed for doing deals in a decarbonizing environment.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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It’s Not Easy Being Green: Energy Dealmaking in a Decarbonizing Future4.11 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Lot of information in a short lecture.
More New Kids on the Block: State-of-the-Art M&A Clauses That You Need to Know
Explore state-of-the-art architecture and risk allocation features of the regulatory provisions in merger agreements in light of the current environment. Examine how top tier deals in healthcare and technology—which are facing the highest regulatory scrutiny—handle the “regulatory package”, including efforts covenants, specific structural or conduct undertakings, FTC “prior approval” requirements, commitments to litigate, control over regulatory strategy, reverse termination fees, and outside date extension mechanisms.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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More New Kids on the Block: State-of-the-Art M&A Clauses That You Need to Know4.08 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Nice course. Potentially mute with the new regulations. Look forward to the update.
RWI Update and the Due Diligence and Underwriting Process
As RWI continues to dominate deal indemnification structures, hear an update on current terms of RWI policies and an in-depth discussion on the expected due diligence process and underwriting call for an RWI policy from experienced counsel as well as from the underwriter's perspective.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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RWI Update and the Due Diligence and Underwriting Process4.5 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Excellent and on point. Appreciate the practical pieces such as the underwriting questions and transcript.
Texas Twists in M&A: The Latest and Greatest
Texas has become a top relocation destination for growing and dynamic companies in all industries. Experienced M&A practitioners address some of the key differences in Texas law that companies should know when navigating Texas M&A transactions.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.00 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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Texas Twists in M&A: The Latest and Greatest4.04 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Very good
Needed more foundation for Byron Egan's part to be helpful although I am sure he did a fine job (maybe it should have been longer and more thorough). Love Rob Kibby's portion.
Traps for the Unconventional Thinker: More From Glenn West (2022)
Simply stated: anyone who thinks they know enough law to practice transactional work is probably wrong and should attend this presentation.
Includes: Video Audio Slides
- Total Credit Hours:
- 0.75 hr
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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Traps for the Unconventional Thinker: More From Glenn West (2022)4.71 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
What’s So Different About Tech M&A?
Think tech M&A is a piece of cake? Do you know what a “re-vest” structure is? How about the latest in risk allocation for infringement of unknown patents? NFTs? The Metaverse? Phase II Study? Why is the payout spreadsheet for VC-backed company acquisitions so complicated? This panel outlines what is different about tech M&A and discusses the major topics you need to understand to play in this space.
Includes: Video Audio Slides
- Total Credit Hours:
- 1.25 hrs
- Credit Info
- TX, CA
- TX MCLE credit expires: 1/31/2024
-
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What’s So Different About Tech M&A?3.29 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?
Mergers and Acquisitions of Private Companies: Recent Trends in Deal Insurance and Other Developments
Hear from an internal counsel, outside M&A counsel, and leading insurance broker on the key issues in private company mergers and acquisitions focusing on trends in representation and warranty insurance, and other matters.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 1.00 hr | 0.25 Ethics
- Credit Info
- TX, CA
- TX MCLE credit expires: 8/31/2024
-
show rating
Mergers and Acquisitions of Private Companies: Recent Trends in Deal Insurance and Other Developments4.2 out of 5 starsWhat was the overall quality of the course (presentation, materials, and technical delivery)?Rate the overall teaching effectiveness and presentation skills of faculty for the course.How would you rate the value of the materials provided as part of the course?