Previous Events & CLE Programs
December 15, 2008
Committee Meeting
Monday, December 15, 2008 - 12:00p
Topic: M&A and Bankruptcy: Working Together
Click here for more information
November 17, 2008
Committee Meeting
New Standards Under FAS 141r
John Ferro, Grant Thornton LLP’s Valuation Services Group, will discuss the new accounting standards under FAS 141r, Business Combinations, that are set to take effect in fiscal year 2009.
Fair Value has recently received a lot of press given the current economic crisis and turmoil in the capital markets. The Financial Accounting Standards Board continues to enact fair value reporting standards that will continue its overall efforts toward broader financial disclosures and transparency on how assets and liabilities are recorded and reported on financial statements. Statement of Financial Accounting Standards Board issued 141r Business Combinations that change the way companies allocate purchase price between acquired tangible and intangible assets and the fair value of liabilities assumed. The new requirements may alter how transactions are negotiated and structured and every transaction advisor should understand these requirements.
September 23, 2008
Committee Meeting
Acquiring a Publicly Traded Company via a Negotiated Tender Offer
Sponsors
Securities Law Committee
Mergers & Acquisitions Committee
Matt Gardella of Edwards Angell Palmer & Dodge LLP will discuss public acquisitions via tender offers. Since the SEC closed up the regulatory uncertainty in the all holders best price rule in 2006, tender offer use has been rising rapidly -- 25% of all public deals in 2007. Come learn about this increasingly important way to conduct acquisitions, including legal considerations, advantages and logistics.
June 24, 2008
Committee Meeting
Fairness Opinions in Public Company Deals
Sponsors
Securities Law Committee
Mergers & Aquisitions Committee
Josh Benn and John Secor of Duff & Phelps LLC will discuss securities law and disclosure issues with fairness opinions from the perspective of the financial advisor. They'll draw on their recent experience to provide practical pointers on how companies and their counsel can navigate the fairness opinion process more smoothly.
April 29, 2008
Committee Meeting
FASB Statement 141R Presentation
Peter Resnick, Steve Burlone, Robert Fraga, Brian Christie, and James Dondero of Huron Consulting Group will discuss SFAS 141R and the dramatic impact it will have on how acquisitions are accounted for. Some highlights include:
- Immediate expensing of all transaction costs (investment banking, legal, accounting, etc.) as compared to the historical practice of capitalizing as a cost of the deal.
- Expensing of most costs to restructure the acquired company, again as compared to the historical practice of capitalizing as a cost of the deal.
- Recording earn-out procisions on day one at "fair value" as opposed to recording as additional cost when incurred.
- Acquired in-process R&D will no longer be "flushed" or expensed at acquisition.
- Equity securities issued as part of the acquisition will be measured at the closing date, not at the announcement date.
- Significant changes in accounting for partial acquisitions.
SFAS 141R is effective for transactions closing on or after January 1, 2009 for calendar year companies. So the new rules will need to be considered for transactions that are structured during 2008 but not closing until 2009.
December 19, 2007
Committee Meeting
Health and Welfare Benefits in Merger & Acquisition Transactions
In a merger, acquisition, or divestiture transaction, health and welfare benefits are usually one of the last areas to be evaluated, and, if not properly reviewed, could have major cost and employee retaliation implications. Patrick J. Haraden, Longfellow Benefits, will discuss four key areas of mergers and acquisitions for health and welfare benefits:
- COBRA responsibility;
- hidden costs and liabilities;
- Massachusetts Healthcare Reform considerations; and
- due diligence documents.
October 26, 2007
Committee Meeting
State of the M&A Market - Pessimism or Optimism?
Elliot Williams and David Hoffer, Partners at Mirus Capital Advisors, Inc., will discuss the current and future environment for mergers, acquisitions and private equity transactions. Data on deal volumes, valuations, economic trends and M&A trends will be provided and discussed.
For the first time in years, the market for mergers and acquisitions is in flux. On one hand, there are many signs pointing toward lower deal volume and valuations including the ongoing credit scare in sub-prime loans and shaky economic indicators. On the other hand, capital continue to flow into private equity, foreign buyers continues to increase US M&A activity and strategic (industry) buyers are stepping into the market. Mr. Williams and Mr. Hoffer will discuss which of these views will paint the most accurate picture of M&A in the coming year and what advice you should be giving your clients with regards to marketability, valuation and timing in these uncertain times.
Elliot Williams joined Mirus Capital Advisors in 1991, was appointed Managing Director in 1996 and became President in January of 2000. In addition to overseeing Mirus' day-to-day operations, Elliot is responsible for the formation of strategic relationships with leading corporate service providers and associations as well as the origination of new clients across all of Mirus' investment banking groups.
David Hoffer brings over 20 years’ experience in business and corporate law to Mirus. Before joining the firm, he was Chief Operating Officer of a venture-backed software company developing innovative solutions for online contract negotiation. He engineered the company’s turnaround from a B2B exchange for surplus capital equipment to a leading provider of collaborative negotiation software for the swaps and derivatives industry.
October 23, 2007
Committee Meeting
Views from FINRA: Overview of Current Regulatory Initiative & Enforcement Matters
Sponsors
Securities Law Committee
Mergers & Acquisitions Committee
Banking & Financial Services Committee
Corporate Counsel Committee
Corporate Law Committee
Investment Companies & Advisers Committee
Securities Enforcement & Litigation Committee
Trusts & Estates Section
Frank Sanclemente, Regional Counsel for the Financial Industry Regulatory Authority, will discuss the current initiatives of FINRA relating to the protection of senior investors. Mr. Sanclemente will discuss the regulatory issues affecting firms and registered representatives, as well as present an overview of enforcement matters originating out of FINRA’s Boston District Office.
FINRA is the largest non-governmental regulator for all securities firms doing business in the United States and was created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the NYSE.
October 17, 2007
Committee Meeting
Recent Developments in Delaware Corporate Law
Sponsors
Corporate Law Committee
Corporate Counsel Committee
Mergers & Acquisitions Committee
Securities Law Committee
Time & Place
C. Stephen Bigler, Director at Richards, Layton & Finger, P.A., will address recent amendments to the Delaware General Corporation Law as well as recent Delaware cases touching on corporate and transactional issues.
February 27, 2007
Committee Meeting
Customary Opinion Practice
Sponsors
Legal Opinions Committee
Corporate Law Committee
Mergers & Acquisitions Committee
We will discuss whether the Business Law Section should recommend that the Boston Bar Association co-sponsor the proposed "Statement on the Role of Customary Practice in the
Preparation and Understanding of Third-Party Legal Opinions."
The Statement was prepared under the auspices of TriBar Opinion Committee, but is not a product of TriBar. It was reviewed extensively during the course of many TriBar meetings and has the general approval of the members of TriBar. The goal is to have as many bar groups as possible jointly "issue/sponsor" the Statement, as this will give the Statement the greatest possible effect for judges and juries.
The thought is to confirm in a short, simple statement that customary practice is the starting place for evaluating the (i) sufficiency of the opinion giver’s diligence and (ii) the meaning of the words in the opinion. Once it is established that customary practice is the starting place, then all descriptions of customary practice contained in various bar association statements, etc. become relevant to consideration of these issues.
For a copy of the Statement, please click here.
February 8, 2007
Committee Meeting
Mergers & Acquisitions in the Utility Sector
Sponsors
Energy & Telecommunications Committee
Mergers & Acquisitions Committee
Viswanath Khaitan, CFA and Managing Director for Deutsche Investment Management Americas, Inc will discuss mergers and acquisitions in the utility sector. Specifically, we will focus on:
- history and statistics on past mergers;
- why mergers take place;
- implications for various stakeholders, including customers, policy makers, acquiring companies, and competitors;
- why mergers may fail to achieve promised expectations;
- future outlook and lessons learned.
January 30, 2007
Committee Meeting
State of the M&A Market
Michael Papile, Tim McMahon, and Tom Cibotti, principals of Covington Associates, LLC, will discuss the state of the M&A market. Specifically, they will discuss growth drivers in the M&A market, private equity market, IPOs, hedge funds and SPACs as well as provide an outlook for 2007 M&A activity.
January 10, 2007
Committee Meeting
**This meeting is co-sponsored with the Legal Opinions Committee and the Corporate Law Committee**
Join us to discuss the ABA’s October Legal Opinion Risk Seminar. Specifically, we will address:
- responsibility and concerns of opinion recipients and their counsel
- the gatekeeper role and transactional lawyers
- making third-party opinion letter "customary practice" work for the recipient
- opinion letter litigation - do's and don'ts
- managing large firm opinion practice
- opinion hotspots
- opinions and "side letters"
- dealing with demands for assignable opinions
Panelists will include:
November 2, 2006
Committee Meeting
Rethinking Corporate Governance and Controls
**Co-sponsored with the Corporate Law Committee and the Banking & Financial Services Committee**
Lewis B. Kaden, Vice Chairman and Chief Administrative Officer, Citigroup, Inc, will lead a program on Citigroup's experience with the new emphasis on corporate governance, particularly as the company strives to strike an overall balance between controls and forward thinking to promote shareholder value.
This program was made available to BBA members thanks to the Morin Center for Banking and Financial Law School of Law at Boston University.
October 26, 2006
Committee Meeting
M&A in Asset Management Industry
**Co-sponsored with the Banking & Financial Services Committee and Investment Companies & Advisers Committee**
The building momentum of MFS and Putnam deals has refocused attention on mergers and acquisitions in the asset management industry. These transactions raise significant business, legal and compliance issues. Please join us for a panel discussion by industry experts who will focus on these issues, including:
- The business considerations driving purchases and sales of advisory businesses and valuation issues
- The types of transaction structures
- The anatomy of a typical financial services M&A deal and special considerations in these types of deals
- Management ownership and incentives and related structuring considerations
- Special issues in fund reorganizations and the role of the fund board
Please bring your questions.
Panelists:
Elizabeth Shea Fries
Partner, Goodwin Procter LLP
Thomas J. LaFond
Partner, Goodwin Procter LLP
Raj Marphatia
Partner, Ropes & Gray LLP
Brian D. McCabe
Partner, Ropes & Gray LLP
Joseph R. Ramrath
Managing Director, Colchester Partners LLC
September 13, 2006
Committee Meeting
Join us for a discussion of top items in public and private deals, including:
Private deals:
- Indemnity Issues: length, cap as percentage of purchase price, basket vs. deductible
- Materiality issues: reps, closing conditions
- Escrow: size, length of time
- Exclusivity of remedy
- Legal opinions
Public deals:
- MAE carve-outs
- Board recommendation issues, fiduciary exceptions
- Break-up fee/existence , size
- Fiduciary exceptions to no-take
- Legal opinions
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