Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
|
|
- Gwen Taylor
- 6 years ago
- Views:
Transcription
1 Presenting a live 90-minute webinar with interactive Q&A M&A Escrow Agreements: Negotiation & Drafting Strategies Structuring Contract Terms, Dealing With Escrow Agents, Avoiding Conflicts With Acquisition Agreements WEDNESDAY, MARCH 11, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: George Colindres, Senior Counsel, Perkins Coie, Los Angeles Paul Koenig, Managing Director, Shareholder Representative Services, San Francisco Alex Tsarnas, Managing Director - Global Business Development, SRS Acquiom, New York The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.
2 FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial and enter your PIN when prompted. Otherwise, please send us a chat or sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.
3 FOR LIVE EVENT ONLY For CLE purposes, please let us know how many people are listening at your location by completing each of the following steps: In the chat box, type (1) your company name and (2) the number of attendees at your location Click the SEND button beside the box If you have purchased Strafford CLE processing services, you must confirm your participation by completing and submitting an Official Record of Attendance (CLE Form). You may obtain your CLE form by going to the program page and selecting the appropriate form in the PROGRAM MATERIALS box at the top right corner. If you'd like to purchase CLE credit processing, it is available for a fee. For additional information about CLE credit processing, go to our website or call us at ext. 35.
4 FOR LIVE EVENT ONLY If you have not printed the conference materials for this program, please complete the following steps: Click on the ^ symbol next to Conference Materials in the middle of the lefthand column on your screen. Click on the tab labeled Handouts that appears, and there you will see a PDF of the slides for today's program. Double click on the PDF and a separate page will open. Print the slides by clicking on the printer icon.
5 M&A Escrow Agreements: Negotiation & Drafting Strategies CLE Webinar George Colindres Perkins Coie Senior Counsel Paul Koenig SRS Acquiom Founder, co-ceo Alex Tsarnas SRS Acquiom Managing Director, Global Business Development
6 I. Current Trends: M&A Escrow Agreements > Changing Banking Regulations Impact on Escrows > With the recent Cigna vs. Audax decision, there may be a trend towards larger escrows > No significant changes in the size, duration, prevalence or terms of typical escrow arrangement > In competitive bidding situations, buyers might make offers with smaller/shorter escrows; might buy insurance to fill gap > R&W insurance and payment in full at closing remain as the exception > Expense funds are now included on virtually all deals Page 6
7 Changing Banking Regulations - Impact on Escrows Page 7
8 Changing Banking Regulations - Impact on Escrows > January 1, 2015: Selection of Investment alternatives for Escrows became more complex - New regulations will be phased in during 2015 and Escrows last months affects decisions made today > Money Market Accounts - Changing liquidity coverage ratio rules make deposits less attractive > Money Market Funds - New Floating NAV reporting requirement - SEC adopted July 23, Now affects all MMFs, when historically it didn t - Most important change on Oct 14, 2016 (the Effective Date) - Liquidity fees of up to 2% of the amount of any redemption > Treasury Funds - Anticipated supply-demand imbalance - Subject to same redemption limits and liquidity fees as MMAs/ MMFs Page 8
9 Private Mergers after Cigna v. Audax What can buyers do after Cigna v. Audax to address a more limited ability to bind non-party stockholders? - Increase escrow coverage - Focus on obtaining support agreements and/or joinders - Consider creating hooks in merger agreement to the desired stockholder undertakings - Consider making merger consideration ascertainable to a greater degree by limiting indemnity in time and/or duration - Depending on degree of risk, buyers might consider more aggressive measures Page 9
10 I. Current Trends: Claims > Two-thirds (67%) of expired-escrow deals have material post-closing issues - 18% of expired-escrow deals have at least one claim made in the final week of the escrow period - 12% of deals with a claim have at least one claim that resulted in litigation or arbitration - 21% of expired-escrow deals with claims have claims exceeding half of the escrow > Claims types fall largely into three groups: - Breach of R&W - Purchase Price Adjustment - Fee/costs Page 10
11 Escrows/Holdbacks as a Percentage of Transaction Value Subset: 2013 deals with escrows/holdbacks* Average Median Minimum Maximum 11.8% 10.0% 2.0% 31.5% * 97% of deals included an escrow or holdback for general indemnification purposes. Data does not include special escrows. Page 11
12 Correlations: Transaction Value and Escrow Size Data set: All deals closing in Transaction value vs. Escrow size (deals over $800MM hidden) Each point is a deal; linear fit line in blue * Equity capital investment data provided by S&P Capital IQ. Page 12
13 Special Escrows Subset: Deals with separate escrows/holdbacks for specifically identified matters* Deals with special escrows Frequency of special escrow types Subset: 2013 deals with special escrow(s) included ** * Excluding shareholder representative expense escrows. ** Deals may include more than one special escrow. Page 13
14 Expense Funds Data set: all deals Deals including an expense fund Expense fund notes > Median size = $200,000 > Expense fund accounts slightly larger in deals with earnouts - 3% of transaction value for deals without an earnout - 5% of transaction value (not counting the potential value of the earnout) for deals with an earnout > Expense fund usage - 42% used some portion of the expense fund in completed deals - 20% average amount, when used Page 14
15 Post-Closing Purchase Price Adjustments ( PPAs ) Adjustment direction Key figures > 73%: deals with a PPA mechanism > 46%: deals where the PPA statement was delivered after the contractual deadline > 3%: median PPA claim size, as a percentage of a deal s total escrow dollars, when buyer-favorable adjustment - The average was 10% of escrow, swayed by a number of large claims > 33%: average PPA claim reduction due to negotiation - The average time to resolve a contested PPA claim was 2.5 months Page 15
16 Claim Types and Subject Matter Data set: claims across all deals (open and completed) Claim subject matter as % of all claims (~700 claims) Subset: breaches of R&W (~ 400 claims) * Claims pursuant to a post-closing purchase price adjustment mechanism (e.g. working capital). Page 16
17 Claim Sizes Generally Data set: claims across all deals (completed and ongoing) Claim size breakdown (median: $140k) Average claim size as % of escrow Page 17
18 Claim Activity Based on Buyer Type Data set: claims in deals with expired escrows Claim frequency based on buyer type Claim size based on buyer type * Including deals with no claims. Page 18
19 Ultimate Payouts Data set: escrows in completed deals Ultimate payouts of general indemnification escrows * * Excludes escrows set aside for special purposes, e.g., working capital adjustments or known issues. Page 19
20 II. Key Provisions in Escrow Agreements Terms negotiated between buyer and seller - negotiated at M&A agreement > Obligations covered by escrow - Typically indemnification obligations. - Sometimes also purchase price adjustments or earn outs. > Amount of escrowed funds > Length of escrow period > Selection of escrow agent > Responsibility for payment of escrow agents fees > Who represents the sellers? Page 20
21 II. Key Provisions in Escrow Agreements Terms negotiated between buyer and seller - negotiated at escrow agreement > Segregated accounts? > Investment of escrowed funds > Mechanism for payment of buyer claims > Timing of release of escrowed funds to seller > Ownership of escrowed funds for tax purposes > Removal of escrow agent; selection of replacement escrow agent > Assignment Page 21
22 II. Key Provisions in Escrow Agreements Terms negotiated with escrow agent > Liens; right to set off > Indemnification obligations to escrow agent > Escrow agent s ability to assign the escrow agreement; resignation of escrow agent > Tax reporting > Jurisdiction and venue Page 22
23 III. Considerations: Drafting & Negotiating Escrow Agreements > Addressing Know-Your-Customer (KYC) Requirements Early > Avoid Improper Lock-up of Escrow Funds > Ensure Clear Procedures for Release of Escrow Funds > In Cross-border Transactions, Watch out for FBAR Page 23
24 Addressing Know Your Customer (KYC) Requirements Early > Typically each party to escrow agreement must comply with bank s KYC > Can be burdensome and time-consuming > Compliance departments often issue follow-up requests for more info > For non-u.s. entities, nature of requests and processing time can be greater > Action: proactively clear bank s KYC process early to avoid last minute rush that could delay closing Page 24
25 Avoid Improper Lock-up of Escrow Funds > Clearly define what constitutes a third-party claim - Do not permit vague concerns about future liabilities (not yet materialized) to block release of funds. > Buyer should accrue potential losses on balance sheet > Specify time limit during which buyer must hear from third party before claim is deemed dormant Page 25
26 Ensure Clear Procedures for Release of Escrow Funds > Option 1: Joint written instructions. - Pro: simplifies matters for escrow agent; simpler to negotiate - Con: gives buyer leverage to delay releases, whether intentionally or just being slow > Option 2: Automatic release of escrow funds by escrow agent at end of escrow period (less funds set aside for pending claims). - Pro: funds released without delay - Con: can prompt escrow agent comments during negotiation > In any event, clearly define how funds are to be released under each possible circumstance Page 26
27 In Cross-border Transactions, Watch Out for FBAR > Certain accounts domiciled outside U.S. may require compliance with Report of Foreign Bank and Financial Accounts (FBAR) regulations > Penalties for non-compliance can be severe - Forfeiture of up to greater of 50% account value or $100,000 - Possible criminal penalties > Domicile may not be apparent - E.g., If escrow fund held at a US bank is actually held in Hong Kong branch, account may be subject to FBAR Page 27
28 SRS Acquiom at a Glance > Continuous innovation in managing post-closing activity in private M&A - Created professional shareholder representation in First online platform for payments administration: Acquiom Clearinghouse - Patented method applied to first escrow products designed for M&A > Global leader: 800 deals with $130B in value - 80K shareholders in 44 countries, including 500 VC and Private Equity funds - Over 70 professionals > Three lines of business: - Shareholder Representation - Escrow Solutions - Acquiom Payments Solutions Page 28
29 SRS Acquiom Data Resources Currently Available > 2013 SRS M&A Post-Closing Claims Study > 2012 SRS Life Sciences M&A Study > 2014 SRS M&A Deal Terms Study > Newsletters Subscribe to receive resources: srsacquiom.com/newsletters Page 29
Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Transactional Risk Insurance in M&A: Reps and Warranties, Contingent Liability and More Leveraging Insurance to Allocate Risk and Protect Deal Value;
More informationM&A Buyer Protection Beyond Indemnification and Escrows
Presenting a live 90-minute webinar with interactive Q&A M&A Buyer Protection Beyond Indemnification and Escrows Structuring Deal-Specific and Often Overlooked Acquisition Provisions to Minimize Buyer's
More informationUCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All
More informationStructuring Preferred Equity Investments in Real Estate Ventures: Impact of True Equity vs. "Debt-Like" Equity
Presenting a live 90-minute webinar with interactive Q&A Structuring Preferred Equity Investments in Real Estate Ventures: Impact of True Equity vs. "Debt-Like" Equity Negotiating Deal Terms, Investor
More informationCompletion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors
Presenting a live 90-minute webinar with interactive Q&A Completion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors TUESDAY, MARCH 6, 2018 1pm Eastern 12pm Central 11am Mountain
More informationTax Challenges for NPO Counsel: Excess Benefit Transactions for Executive Comp and Other Financial Dealings
Presenting a live 110-minute teleconference with interactive Q&A Tax Challenges for NPO Counsel: Excess Benefit Transactions for Executive Comp and Other Financial Dealings Identifying Prohibited Transactions
More informationDrafting Shareholder Agreements for Private Equity M&A Deals
Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information
More informationFCPA Due Diligence in M&A: Leveraging the New DOJ Opinion Procedure Release
Presenting a live 90-minute webinar with interactive Q&A FCPA Due Diligence in M&A: Leveraging the New DOJ Opinion Procedure Release Mitigating Pre-Closing Risks and Implementing Post-Closing Protections
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Elizabeth A. Gartland, Esq., Fenwick & West, San Francisco
Presenting a live 90-minute webinar with interactive Q&A Structuring Management Carve-Out Plans for Privately Held Corporations: Mechanics, Tax Obstacles and Optimization Guidance for Employee Benefits
More informationInsurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives
Presenting a live 90-minute webinar with interactive Q&A Insurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives Advocating Coverage for Statutory
More informationCommercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues
Presenting a live 90-minute webinar with interactive Q&A Commercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues Structuring Lease Provisions to Require
More informationOpinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions
Presenting a live 90 minute webinar with interactive Q&A Opinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions TUESDAY,
More informationM&A Indemnification Deal Terms: 2017 Survey Results
Presenting a 60-minute encore presentation featuring live Q&A M&A Indemnification Deal Terms: 2017 Survey Results What's Market for Negotiating and Drafting Private Target Company Indemnification Terms
More informationData Breaches in ERISA Benefit Plans: Prevention and Response
Presenting a live 90-minute webinar with interactive Q&A Data Breaches in ERISA Benefit Plans: Prevention and Response Navigating Regulations Governing Self and Fully Insured Plans; Complying with Notice
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Brian E. Hammell, Esq., Sullivan & Worcester, Boston
Presenting a live 90-minute webinar with interactive Q&A Buy-Sell Agreements for Corporations and LLCs: Drafting Stock Redemption, Cross-Purchase and Mixed Agreements Navigating Complex Corporate, Tax,
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Builder's Risk and CGL Insurance for Construction Projects: Mitigating Developer and Contractor Risks Evaluating Scope of Coverage, Covered Losses,
More informationProperty Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties
Presenting a live 90-minute webinar with interactive Q&A Property Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties Navigating Fees and Expenses,
More informationQDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans
Presenting a live 90-minute webinar with interactive Q&A QDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans Strategies for Family Law Practitioners to Help Ensure
More information30(b)(6) Depositions in Insurance Coverage and Bad Faith Litigation Preparing and Responding to Notices of Corporate Representative Depositions
Presenting a live 90-minute webinar with interactive Q&A 30(b)(6) Depositions in Insurance Coverage and Bad Faith Litigation Preparing and Responding to Notices of Corporate Representative Depositions
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A D&O Indemnification Provisions in Governance Documents and Agreements Drafting Effective Indemnity and Advancement Agreements to Protect Directors
More informationStructuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences
Presenting a live 110-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences THURSDAY,
More informationTax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More
Presenting a live 90-minute webinar with interactive Q&A Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More Structuring Provisions to Achieve
More informationERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks
Presenting a live 90-minute webinar with interactive Q&A ERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks Selecting 3(38) Investment Managers, Negotiating
More informationClearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure
Presenting a live 90-minute webinar with interactive Q&A Clearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure Identifying and Resolving Common Title Defects
More informationStructuring Commercial Loan Documents to Protect Non-Affiliated Lenders
Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders Negotiating and Drafting Provisions Involving Loan Buybacks, Additional
More informationExercising Setoff and Recoupment Rights in Bankruptcy
Presenting a live 90-minute webinar with interactive Q&A Exercising Setoff and Recoupment Rights in Bankruptcy Mutuality of Obligation; Disputed Transactions; Relief From Automatic Stay TUESDAY, NOVEMBER
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Structuring Environmental Site Access Agreements: Avoiding Costly Pitfalls Drafting and Negotiating Scope of Work, Duration, Insurance and Other
More informationUniversal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA
Presenting a live 30-minute webinar with interactive Q&A Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA MONDAY, JULY 25, 2016 1pm Eastern 12pm Central 11am Mountain
More informationConstruction Subcontractor Default Insurance: A Viable Alternative to Performance Bonds?
Presenting a live 90-minute webinar with interactive Q&A Construction Subcontractor Default Insurance: A Viable Alternative to Performance Bonds? Evaluating the Pros and Cons of SDI Insurance as a Risk
More informationAsset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel
Presenting a live 90-minute webinar with interactive Q&A Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel TUESDAY, AUGUST 2, 2016 1pm Eastern
More informationDrafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Key Provisions
Presenting a live 90-minute webinar with interactive Q&A Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Key Provisions TUESDAY, DECEMBER 15, 2015 1pm Eastern
More informationIP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk
Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, SEPTEMBER 1, 2015 1pm Eastern
More informationSurvivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage
Presenting a live 90-minute webinar with interactive Q&A Survivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage WEDNESDAY, JUNE 28, 2017 1pm Eastern 12pm
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Keys To Equity Financing: The Compliance Requirements for Lenders and Borrowers Structuring Loans Secured by Stock, Hedge Fund Shares, 40 Act Companies
More informationMezzanine Lending: Overcoming Lender Risks to Protect ROI
Presenting a live 90-minute webinar with interactive Q&A Mezzanine Lending: Overcoming Lender Risks to Protect ROI Negotiating Intercreditor Agreements and Assessing Foreclosure and Bankruptcy Strategies
More informationCreatively Completing The Capital Stack: Real Estate GP Private Equity Funds
Presenting a live 90-minute webinar with interactive Q&A Creatively Completing The Capital Stack: Real Estate GP Private Equity Funds Structuring Key Deal Terms Regarding Distribution, Sharing of Promote
More informationfor Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
Presenting a live 90 minute webinar with interactive Q&A Commercial Leases: Risk Mitigation Strategies for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
More informationStephanie Winer Schreiber, Shareholder, Buchanan, Ingersoll & Rooney PC, Pittsburgh
Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information
More informationDrafting Complex Cloud Computing Agreements: Negotiation and Risk Mitigation Strategies
Presenting a live 90-minute webinar with interactive Q&A Drafting Complex Cloud Computing Agreements: Negotiation and Risk Mitigation Strategies THURSDAY, DECEMBER 18, 2014 1pm Eastern 12pm Central 11am
More informationIP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk
Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, OCTOBER 4, 2016 1pm Eastern
More informationPresenting a live 110-minute teleconference with interactive Q&A
Presenting a live 110-minute teleconference with interactive Q&A Valuation Challenges With $10 Million-and-Under Businesses Avoiding Mistakes With Built-In Gains and Taxes, Misuse of Market Data and Other
More informationBank Affiliate Transactions Under Scrutiny Complying With Regulation W's Complex Restrictions on Business Dealings with Affiliate Institutions
Presenting a live 90-minute webinar with interactive Q&A Bank Affiliate Transactions Under Scrutiny Complying With Regulation W's Complex Restrictions on Business Dealings with Affiliate Institutions TUESDAY,
More informationStructuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers
Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers Avoiding Unintended Consequences
More informationCorporate Governance of Subsidiaries: Board Roles and Responsibilities, Interplay With Parent Board, Liability Risks
Presenting a live 90-minute webinar with interactive Q&A Corporate Governance of Subsidiaries: Board Roles and Responsibilities, Interplay With Parent Board, Liability Risks THURSDAY, AUGUST 16, 2018 1pm
More informationProtecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers
Presenting a live 90-minute webinar with interactive Q&A Protecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers TUESDAY, JULY 21, 2015 1pm
More informationAllocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants
Presenting a live 90-minute webinar with interactive Q&A Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants Structuring Pass-Throughs, Exclusions,
More informationUninsured and Underinsured Motorist Claims: Leveraging Insurance Stacking
Presenting a live 90-minute webinar with interactive Q&A Uninsured and Underinsured Motorist Claims: Leveraging Insurance Stacking Maximizing Settlement Awards in Auto Accident Cases THURSDAY, DECEMBER
More informationSecurities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect Security Interests in Special Collateral Types
Presenting a live 90 minute webinar with interactive Q&A Perfecting Security Interests in Deposit Accounts, Securities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Choice of Entity Under the New Tax Law: Avoiding Tax Pitfalls in Operations, Ownership Changes, Exit Strategies Capital vs. Profits Interest, Allowable
More informationAsset Spend-Down for Medicaid Qualification Navigating the Complexities of Classifying Assets, Individuals vs. Married Couples, and Appeals Process
Presenting a live 90-minute webinar with interactive Q&A Asset Spend-Down for Medicaid Qualification Navigating the Complexities of Classifying Assets, Individuals vs. Married Couples, and Appeals Process
More informationUCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All
More information401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel
Presenting a live 90-minute webinar with interactive Q&A 401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel Meeting IRS Requirements, Avoiding Corrective Distributions, Evaluating
More informationMinority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions
Presenting a live 90-minute webinar with interactive Q&A Minority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions Protecting Minority Interests, Choice of
More informationPresenting a live 110-minute teleconference with interactive Q&A. Today s faculty features:
Presenting a live 110-minute teleconference with interactive Q&A Taxation and Financial Reporting of Investments in Securities and Related Complex Transactions Tackling Financial Statement Challenges and
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions Promoted Interest, Carried Interest, Cash Flow Splits
More informationConstruction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls
Presenting a live 90-minute webinar with interactive Q&A Construction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls Coordinating With Other Policies; Navigating Issues
More informationTrucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts
Presenting a live 90-minute webinar with interactive Q&A Trucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts WEDNESDAY, JULY 11, 2018 1pm Eastern 12pm Central 11am
More informationBankruptcy Section 506(c) Surcharge on Secured Collateral
Presenting a live 90-minute webinar with interactive Q&A Bankruptcy Section 506(c) Surcharge on Secured Collateral Seeking or Defeating Recovery of Expenses for Preserving or Disposing of Collateral TUESDAY,
More informationBuilder's Risk Insurance for Construction Projects: Legal Issues Evaluating Scope of Coverage and Resolving Coverage Disputes
Presenting a live 90 minute webinar with interactive Q&A Builder's Risk Insurance for Construction Projects: Legal Issues Evaluating Scope of Coverage and Resolving Coverage Disputes WEDNESDAY, JUNE 29,
More informationERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process
Presenting a live 90-minute webinar with interactive Q&A ERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process TUESDAY, NOVEMBER 14, 2017 1pm Eastern
More informationAcquiring Real Estate From a Bankrupt Seller: Legal Issues Evaluating Acquisition Options and Navigating Complex Bankruptcy Court Procedures
Presenting a live 90 minute webinar with interactive Q&A Acquiring Real Estate From a Bankrupt Seller: Legal Issues Evaluating Acquisition Options and Navigating Complex Bankruptcy Court Procedures TUESDAY,
More informationERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers
Presenting a live 90-minute webinar with interactive Q&A ERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers TUESDAY, APRIL 3, 2018 1pm Eastern 12pm Central 11am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Matthew B. Grunert, Partner, Andrews Kurth Kenyon, Houston
Presenting a live 90-minute webinar with interactive Q&A SEC s Pay Ratio Disclosure Rule for CEO and Median Employee Compensation Data Gathering, Calculation Methodologies, Preparing for Heightened Stakeholder
More informationNegotiating Reserve Provisions in Real Estate Loan Transactions
Presenting a live 90-minute webinar with interactive Q&A Negotiating Reserve Provisions in Real Estate Loan Transactions Determining Funding and Disbursement Conditions for Tax and Insurance, Tenant Rollover,
More informationERISA Considerations in Structuring Credit Facilities with Private Investment Funds
Presenting a live 90-minute webinar with interactive Q&A ERISA Considerations in Structuring Credit Facilities with Private Investment Funds WEDNESDAY, AUGUST 15, 2018 1pm Eastern 12pm Central 11am Mountain
More informationDistressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements
Presenting a live 90-minute webinar with interactive Q&A Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements Curing and Addressing Financial
More informationOFAC Ukraine-Related Sanctions: Overcoming Compliance Challenges, Meeting Evolving U.S. and EU Sanctions
Presenting a live 90-minute webinar with interactive Q&A OFAC Ukraine-Related Sanctions: Overcoming Compliance Challenges, Meeting Evolving U.S. and EU Sanctions WEDNESDAY, SEPTEMBER 10, 2014 1pm Eastern
More informationUsing Inverted Leases to Finance Renewable Energy Projects
Presenting a live 90-minute webinar with interactive Q&A Using Inverted Leases to Finance Renewable Energy Projects Evaluating Tax Risks, Navigating Structural Variations, Leveraging Pass-Through Election
More informationWrap Insurance for Construction Projects Understanding Scope of Coverage and Resolving Coverage and Indemnification Disputes
Presenting a live 90 minute webinar with interactive Q&A Wrap Insurance for Construction Projects Understanding Scope of Coverage and Resolving Coverage and Indemnification Disputes WEDNESDAY, DECEMBER
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Special Needs Trusts and Guardianships: Protecting Government Benefits for the Disabled Crafting and Administering First- and Third-Party Trusts
More informationIRC Section 338(h)(10) Election
Presenting a live 110 minute teleconference with interactive Q&A IRC Section 338(h)(10) Election Strategies for Tax Counsel Leveraging the Election in Structuring Acquisitions, Dispositions and Asset and
More informationPrivate Investment Funds and Tax Reform
Presenting a live 90-minute webinar with interactive Q&A Private Investment Funds and Tax Reform Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation of UBTI, and More
More informationAcquiring a Corporate Subsidiary or Division Strategies for Buyers and Sellers in Carveout Deals
Presenting a live 90 minute webinar with interactive Q&A Acquiring a Corporate Subsidiary or Division Strategies for Buyers and Sellers in Carveout Deals THURSDAY, FEBRUARY 10, 2011 1pm Eastern 12pm Central
More informationNew Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction
Presenting a 90-minute encore presentation featuring live Q&A New Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction THURSDAY, JANUARY 17, 2019
More informationFCPA Due Diligence in M&A Amid Increased Enforcement
Presenting a live 90-minute webinar with interactive Q&A FCPA Due Diligence in M&A Amid Increased Enforcement Developing and Risks and Implementing Post-Closing Protections WEDNESDAY, AUGUST 24, 2016 1pm
More informationCash Management Structures, Waterfall Provisions and Reserves in Commercial Real Estate Finance Transactions
Presenting a live 90-minute webinar with interactive Q&A Cash Management Structures, Waterfall Provisions and Reserves in Commercial Real Estate Finance Transactions Negotiating Lockboxes, Waterfalls and
More informationInvestment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance
Presenting a live 90-minute webinar with interactive Q&A Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance TUESDAY, NOVEMBER 21, 2017 1pm Eastern 12pm Central 11am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior and Senior Lienholders Structuring Duration, Commencement,
More informationScott J. Bakal, Partner, Neal Gerber & Eisenberg, Chicago Robert C. Stevenson, Attorney, Skadden Arps Slate Meagher & Flom, Washington, D.C.
Presenting a live 90-minute webinar with interactive Q&A : Tax Basis Step-Up Through Deemed Asset Sale Treatment Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers WEDNESDAY,
More informationInterest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans
Presenting a live 90-minute webinar with interactive Q&A Interest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans Understanding Pricing and Trade Confirmations,
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Qualified Opportunity Zones: New Tax Incentives for Commercial Real Estate and Other Investments Deferred Capital Gains and Tax Abatement Under
More informationPresenting a 90-minute encore presentation featuring live Q&A. Today s faculty features:
Presenting a 90-minute encore presentation featuring live Q&A Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications for Investors and Sponsors Distributions, Clawbacks
More informationVA Benefits and Medicaid Eligibility
Presenting a live 90-minute webinar with interactive Q&A VA Benefits and Medicaid Eligibility Meeting Complex Requirements for Benefits Qualification and Application THURSDAY, FEBRUARY 16, 2012 1pm Eastern
More informationBest Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges
Presenting a live 90-minute webinar with interactive Q&A Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges Lessons From Case Law for Interpreting
More informationUsing Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors
Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JANUARY 26, 2017 1pm Eastern
More informationFraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans
Presenting a live 90-minute webinar with interactive Q&A Fraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans Navigating the Contours of Section
More informationRenewable Energy and Corporate PPAs: Overcoming Regulatory, Financing, Intercreditor, Tax Challenges
Presenting a live 90-minute webinar with interactive Q&A Renewable Energy and Corporate PPAs: Overcoming Regulatory, Financing, Intercreditor, Tax Challenges WEDNESDAY, JULY 20, 2016 1pm Eastern 12pm Central
More informationDirector Duties in M&A Transactions After Chen v. Howard-Anderson
Presenting a live 90-minute webinar with interactive Q&A Director Duties in M&A Transactions After Chen v. Howard-Anderson Navigating Recent Developments in Delaware Fiduciary Law, Revlon Duties and 102(b)(7)
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Scott D. Brooks, Partner, Cox Castle & Nicholson, San Francisco
Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements, Subrogation Waivers Coordinating Lease Provisions
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Trust Situs for Dynasty Trusts and DAPTs: Key Differences Among Top-Tier States Selecting the Best Situs Among Nevada, Delaware, Alaska, South Dakota,
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Commercial Mortgage Modifications: Lien Priority, Title Insurance and Bankruptcy Issues Structuring Modification Agreements While Avoiding Legal
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A NING and DING Trusts in Estate Planning: Designing ING Trusts to Avoid State Income Tax and Protect Assets Effective Drafting of Incomplete Gift
More informationPrivate Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications for Investors and Sponsors
Presenting a live 90-minute Encore Presentation of the Webinar with Live, Interactive Q&A Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications for Investors and Sponsors
More informationProtecting Trademarks Abroad: Madrid Protocol vs. National Filing Directly in Foreign Jurisdiction
Presenting a live 90-minute webinar with interactive Q&A Protecting Trademarks Abroad: Madrid Directly in Foreign Jurisdiction THURSDAY, MARCH 29, 2018 1pm Eastern 12pm Central 11am Mountain 10am Pacific
More informationUCC Article 9 Update: Searching and Filing Under New Amendments
Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Update: Searching and Filing Under New Amendments Lessons Learned Under the Recent Rules, Best Practices for Secured Lenders WEDNESDAY,
More informationAllocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation
Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation Structuring Lease Provisions
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Grantor Trusts After Divorce: Tax Reform, Fiduciary Challenges, and Minimizing Tax for Trust Transfers to Former Spouse Gift Tax Exemption on Divorce
More informationStructuring Leveraged Loans After Tax Reform: Concerns for Multinational Entities
Presenting a live 90-minute webinar with interactive Q&A : Concerns for Multinational Entities Section 956 Deemed Dividend Rules, Limits on Interest Deductions, Tax Distributions, Corporate vs. Pass-Through
More informationReporting Costs of Health Insurance on Employee W-2s: New Requirements
Presenting a live 110-minute teleconference with interactive Q&A Reporting Costs of Health Insurance on Employee W-2s: New Requirements Mastering the Procedures for Disclosing and Valuing Coverage Starting
More informationUsing Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors
Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JULY 26, 2018 1pm Eastern
More information