Structuring Reverse and Forward Triangular Mergers

Transcription

1 Presenting a live 90-minute webinar with interactive Q&A Structuring Reverse and Forward Triangular Mergers Anti-Assignment Triggers, Tax Implications and Employment Considerations THURSDAY, JANUARY 18, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Christina Queiros Bouchot, Counsel, Goodwin Procter, Los Angeles Jason C. Breen, Partner, Goodwin Procter, Los Angeles Christopher M. Flanagan, Partner, Locke Lord, Boston 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. 1.

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5 Structuring Reverse and Forward Triangular Mergers Corporate Considerations and Anti-Assignment Clauses Jason Breen *This presentation and its contents are solely for informational purposes and does not constitute legal advice.

6 Corporate Considerations and Anti-Assignment Clauses TOPICS TO BE COVERED Overview of Structure of Triangular Mergers Legal Considerations for Triangular Mergers Anti-Assignment Clauses in Triangular Mergers Advantages/Disadvantages of Triangular Mergers 6

7 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS ACQUISITIONS CAN TAKE SEVERAL TRANSACTIONAL FORMS Asset Purchase Stock Purchase Merger - Direct Merger - Forward Triangular Merger - Reverse Triangular Merger 7

8 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS DIRECT MERGER OVERVIEW Acquirer Acquirer merges directly with Acquirer with Acquirer as surviving entity and ceases to exist as a separate entity stock cancelled in the merger in exchange for the merger consideration (which may be in the form of cash and/or Acquirer stock) 8

9 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS POST MERGER ACQUIRER STRUCTURE DIRECT MERGER Acquirer Acquirer All assets and liabilities of are held by Acquirer If stock consideration, shareholders included with Acquirer shareholders 9

10 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS PARTIES INVOLVED IN A TRIANGULAR MERGER Acquirer Acquirer Acquisition Subsidiary Merger Acquisition Subsidiary (or Subsidiaries) formed by Acquirer to effect the acquisition 10

11 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS FORWARD TRIANGULAR MERGER OVERVIEW Acquirer Acquirer Acquisition Subsidiary Merger Consideration Merger merges directly with Acquisition Subsidiary with Acquisition Subsidiary as surviving entity and ceases to exist as a separate entity stock cancelled in the merger in exchange for the merger consideration (which may be in the form of cash and/or Acquirer stock) 11

12 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS POST MERGER ACQUIRER STRUCTURE FORWARD TRIANGULAR MERGER Acquirer Acquirer Acquisition Subsidiary All assets and liabilities of are held by Acquisition Subsidiary 12

13 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS REVERSE TRIANGULAR MERGER OVERVIEW Acquirer Acquirer Merger Consideration Acquisition Subsidiary Merger merges directly with Acquisition Subsidiary with as surviving entity and Acquisition Subsidiary ceases to exist as a separate entity stock cancelled in the merger in exchange for the merger consideration (which may be in the form of cash and/or Acquirer stock) 13

14 OVERVIEW OF STRUCTURE OF TRIANGULAR MERGERS POST MERGER ACQUIRER STRUCTURE REVERSE TRIANGULAR MERGER Acquirer Acquirer All assets and liabilities of Acquisition Subsidiary are held by 14

15 LEGAL CONSIDERATIONS FOR TRIANGULAR MERGERS Legal requirements for the parties to enter into merger agreement and effect the merger will be dependent on many factors which should be considered when determining the acquisition structure. Some examples include: Entity type (corporation, LLC, partnership) Entity jurisdiction of organization Organizational documents Type of consideration Public company requirements Regulatory requirements Size of transaction and need for antitrust approvals Contractual requirements (e.g. investor agreements; anti-assignment clauses) Tax considerations Employment considerations 15

16 LEGAL CONSIDERATIONS FOR TRIANGULAR MERGERS EXAMPLES OF LEGAL REQUIREMENTS FOR TRIANGULAR MERGERS Acquirer: Formation of Acquisition Subsidiary Approval of Board of Directors of Acquisition Subsidiary Approval of Board of Directors of Acquirer (as sole shareholder of Acquisition Subsidiary) Agreement and Plan of Merger (principal transaction document for merger) : Approval of Board of Directors of Approval of - State Merger laws typically require majority of Shareholder s consent to approve merger (in addition to any other votes required by s charter) Filing of Certificate of Merger Notices to (e.g. stockholder written consent notice; appraisal notice) Other Considerations: Additional Considerations for Public Companies (e.g. Form 8-K; financial statements) Regulatory Approvals (e.g. antitrust; securities law compliance) Acquirer Stockholder Approval (e.g. if consideration includes Acquirer stock) Notices of Change of Entity if does not survive (e.g. IRS; payroll; bank accounts) 16

17 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS DOES THE ACQUISITION/MERGER CONSTITUTE AN ASSIGNMENT? Asset Acquisition Direct Merger Triangular Merger By definition, s assets (including contracts) are assigned or transferred survives Acquirer survives Forward Triangular Merger Acquisition Subsidiary survives Reverse Triangular Merger survives as a subsidiary of the Acquirer 17

18 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS STATE MERGER STATUTES: VESTING LANGUAGE Effect of Merger: Vesting Language in State Merger Statutes - Current ABA Model Business Corporation Act ( MBCA ) Vesting Language: all property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment Many state merger statutes include provisions similar to the effect of merger provision of the MBCA, but not necessarily from the current version of the MBCA - Vesting Language in Delaware Merger Statute: the rights, privileges, powers and franchises of each of [the merged] corporations, and all property, real, personal and mixed, and all debts due to any of said constituent corporations on whatever account shall be vested in the corporation surviving or resulting from such merger or consolidation; and shall not revert or be in any way impaired by reason of this chapter - Vesting Language in California Merger Statute: the surviving corporation shall succeed, without other transfer, to all the rights and property of each of the disappearing corporations and shall be subject to all the debts and liabilities of each in the same manner as if the surviving corporation had itself incurred them. 18

19 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS ANTI-ASSIGNMENT CLAUSES: GARDEN VARIETY 1. [] may not assign its rights or obligations under this Agreement, in whole or in part. 2. [] may not assign its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent. 3. [] may not assign its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent (not to be unreasonably withheld or delayed). 4. [] may not assign or transfer its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent. 5. [] may not assign or transfer its rights or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without [the other party s] prior written consent. 6. [] may not assign or transfer its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent. A change of control of [] will be deemed an assignment by []. 7. [] may not assign or transfer its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent, and any attempted assignment without such consent shall be void and without effect. 19

20 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS ANTI-ASSIGNMENT CLAUSES: GARDEN VARIETY EXCEPTIONS 1. [] may not assign its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent, except that it may, without such consent, assign this Agreement to its parent, affiliate or subsidiary, or to any successor in interest by consolidation, reorganization, merger or acquisition of substantially all of its assets. 2. [] may not assign its rights or obligations under this Agreement, in whole or in part, without [the other party s] prior written consent, except that it may, without such consent, assign this Agreement to its parent, affiliate or subsidiary, or to any successor in interest by consolidation, reorganization, merger or acquisition of substantially all of its assets related to this Agreement or the business to which this Agreement relates. 20

21 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS OTHER CLAUSES TRIGGERED BY A MERGER / ACQUISITION Change of control Termination License restrictions (e.g., non-transferability, enterprise restrictions, etc.) Springing rights (e.g., payments, single/double trigger acceleration) Competitor specific provisions Rights of first refusal, negotiation or offer, right of last offer, last matching right, etc. 21

22 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS DEFAULT ASSIGNMENT RULES Generally, the governing law of the contract controls whether a contract is assignable without the consent of the other party Certain types of contracts may not be assignable in certain jurisdictions. For example: - Certain IP licenses - Agreements for personal services - The Restatement (Second) of the Law of Contracts (if statute, public policy or contractual clauses prohibit assignment) - UCC restrictions (if the assignment materially changes the obligor s duty, increases materially the burden or risk imposed on obligor by the contract, or impairs materially obligor s chance of obtaining return performance) 22

23 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS TRIANGULAR MERGER Forward Triangular Merger Acquisition Subsidiary survives Generally, an assignment or transfer by operation of law Anti-assignment & anti-transfer clauses may be triggered; watch out for contracts that are silent on assignment but contain IP licenses, relate to personal services, or otherwise materially change the obligor s duty TRIANGULAR MERGER Change of control provisions may be triggered Reverse Triangular Merger survives Traditional practitioners view: no assignment, subject to exceptions (e.g. California-related reverse triangular merger may trigger antiassignment and anti-transfer clauses in light of SQL Solutions v. Oracle) Change of control provisions may be triggered 23

24 ANTI-ASSIGNMENT CLAUSES IN TRIANGULAR MERGERS PRACTITIONER S TIPS Understand the transaction structure Carefully review s commercial agreements: - Are there anti-assignment or anti-transfer clauses? - Does the agreement include any IP license grants to the that will require consent for transfer purposes? - Is the agreement for the personal services of the that will require consent for transfer purposes? - Does the assignment materially change the obligor s duty? - Are there other clauses that would be triggered by a change of control? As part of your analysis, consider the state merger statute that would be applicable to the merger and the governing law of the commercial agreement 24

25 ADVANTAGES/DISADVANTAGES OF TRIANGULAR MERGERS ADVANTAGES AND DISADVANTAGES: MERGERS GENERALLY Advantages Acquisition effected by operation of law, with all equity and assets acquired Typically does not require all equityholders to approve Structure may facilitate the ability to undertake a tax-free transaction in certain instances Disadvantages Corporate approvals and filings (which adds to process and are publicly available) Appraisal rights Less flexibility to give different types and amounts consideration No ability to leave behind liabilities of Privity with equityholders - Cigna Health and Life Insurance Co. v. Audax Health Solutions Inc. (Delaware; 2014) 25

26 ADVANTAGES/DISADVANTAGES OF TRIANGULAR MERGER ADVANTAGES AND DISADVANTAGES: DIRECT VS. TRIANGULAR MERGERS New Entity Formation and Maintenance Intermingling of / Liabilities Integration of with s Business Disruption to Business Direct Forward Triangular Reverse Triangular No Yes Yes Yes No No More Likely Less Likely Less Likely More Likely More Likely Less Likely Tracking Earnouts More Difficult Less Difficult Less Difficult Acquirer Shareholder Approval (Corp. Statute) Anti-Assignment Clause Concerns Migration of to New Jurisdiction of Organization Generally Yes Generally No Generally No More Likely More Likely Less Likely N/A Yes No 26

27 Structuring Reverse and Forward Triangular Mergers - Tax Implications Christopher M. Flanagan Locke Lord LLP January 18,

28 Tax and Structuring Issues in Acquisitions Potential forms for transaction Asset acquisition Stock acquisition Merger Forward Forward subsidiary Reverse subsidiary Potential consideration Cash stock Mix of cash and stock 28

29 Forward Merger The Transaction Post-Transaction Structure (including former if stock Is used) merges into (including s assets) 29

30 Forward Subsidiary Merger The Transaction Post-Transaction Structure Purchase consideration (including former if stock is used) stock (cancelled in the transaction) merges into Merger Sub Merger Sub Merger Sub (including s assets) 30

31 Reverse Subsidiary Merger The Transaction Post-Transaction Structure Purchase consideration Stock (cancelled in the transaction) (including former if stock is used) Merger Sub merges into Merger Sub (including Merger Sub s assets, if any) 31

32 Merger Form Differences Direct Merger Assets and liabilities of target become direct assets and liabilities of acquiror Involves acquiror directly, so may require approval of acquiror s shareholders If tax-free status desired (discussed below), more flexible vs. Subsidiary Merger Assets and liabilities of acquiror insulated from target assets and liabilities Generally does not require approval of acquiror s shareholders If tax-free status desired (discussed below), has more stringent requirements 32

33 Merger Form Differences Forward Merger is eliminated transfers assets More likely to need third-party consents If tax-free status desired (discussed below), more flexible vs. Reverse Merger survives retains assets Less likely to need third-party consents If tax-free status desired (discussed below), has more stringent requirements 33

34 Tax Character of Transaction Structures Asset Acquisition Asset acquisition Forward merger Forward subsidiary merger Can be taxable or tax free Stock Acquisition Stock acquisition Reverse subsidiary merger Can be taxable or tax free Hybrid Transactions Stock acquisitions treated as asset acquisitions Section 338 and 338(h)(10) elections (and Section 336(e) elections) Acquisition of all the interests in an LLC 34

35 Tax Consequences of Taxable Transactions Corporate Asset Acquisition Two levels of tax Corporate tax on asset sale Shareholder tax on ensuing liquidation Possible exception for corporate shareholder gets increased ( stepped-up ) tax basis in assets Tax attributes of target lost Stock Acquisition Single level of tax on shareholders retains historic tax basis in assets Tax attributes of target retained (subject to limitations) 35

36 Tax Consequences of Taxable Transactions is an S Corporation Corporate level of tax avoided on asset sale Section 1374 built-in gains tax State level S corporation tax still gets stepped-up basis Character of pass-through income on asset sale determined at corporate level Potential conversion of capital gain into ordinary income State and local tax consequences Generally no additional tax on liquidation due to stock basis adjustment Potential acceleration of installment gain May be able to make Section 338(h)(10)(or Section 336(e)) election to treat taxable stock acquisition as an asset sale. 36

37 Tax Consequences of Taxable Transactions is a Partnership (LLC) Asset Acquisition Gain or loss calculated at partnership level and passes through to partners Capital gain vs. ordinary income Generally no gain or loss on liquidation Basis in partnership interests reflects asset sale gain/loss gets stepped-up tax basis in assets Stock Acquisition Generally capital gain or loss on sale of interests Ordinary income treatment for Section 751 hot assets Single buyer of all interests gets stepped-up asset basis Two or more buyers, target retains historic tax basis in assets Section 754 election may permit effective step-up 37

38 Tax-Free Transactions (IRC 368) Above transactions can generally be accomplished partially or wholly tax-free Requires corporate parties Potential issue on incorporation prior to deal Definitional, not elective Deferral of tax at both corporate and shareholder levels Resulting tax basis carryover Varying requirements depending on form but all require significant acquiror stock as consideration Tradeoff: tax-free vs. liquidity 38

39 Requirements Applicable to All Tax- Free Reorganizations Continuity of proprietary interest shareholders must continue their interest through receipt of an equity interest in acquiror Focuses on percentage of consideration received in exchange for stock Aggregate calculation no requirement for proportionality among shareholders Amount of consideration Current stated IRS ruling position = 50% Regulations contain 40% example PLRs at 40% When measured Meet binding agreement guidelines measured at signing Avoids effect of value fluctuating up to closing 39

40 Specific Requirements for Different Forms of Reorganization Direct Forward Merger ( A Reorganization) Must be structured as a statutory merger or consolidation of corporations Recent regulations permit foreign law mergers Recent regulations permit mergers into disregarded entities owned by acquiror All of target s assets and liabilities must be transferred to acquiring corporation Generally, least restrictive of reorganization forms 40

41 Specific Requirements for Different Forms of Reorganization Forward Subsidiary Merger ( (a)(2)(d) Reorganization) Must qualify under direct forward merger rules Acquiring subsidiary must acquire substantially all of target s property Pre- and post-acquisition dispositions of target assets can adversely affect this Cannot use Merger Sub or grandparent stock 41

42 Specific Requirements for Different Forms of Reorganization Reverse Subsidiary Merger ( (a)(2)(e) Reorganization) Must qualify under direct forward merger rules (surviving the merger) must continue to hold substantially all of its property Pre- and post-acquisition dispositions of target assets can adversely affect this shareholders must surrender control of the target for acquiror voting stock in the transaction 80% of vote and 80% of each non-voting class Potential overlap with B reorganization Cannot use grandparent stock 42

43 Practice Refinements Use of single-member LLC in place of merger sub Mimics subsidiary merger but treated as direct merger for tax purposes Forward merger where target merges into LLC If target survives, treated as a stock acquisition Isolates target assets and liabilities Less stringent requirements for tax-free qualification A reorg v. (a)(2)(d) or (a)(2)(e) 43

44 Practice Refinements Single-Member LLC Stock 100% Stock (cancelled in the transaction) LLC Merger into LLC LLC (Holding assets) Tested as an A reorganization 44

45 Practice Refinements Are two mergers twice as good? Multi-step transactions used to achieve corporate and tax efficiencies Properly structured, overall transaction is tested for tax-free qualification (rather than separate steps) If fail to qualify, revert to separate steps Definitional, not elective Exception for certain 338 elections made for first step Combination of Rev. Rul , Rev. Rul , and Rev. Rul

46 Practice Refinements Multi-step mergers can be used to block potential corporate-level tax Forward Merger transaction intended to be tax-deferred Do first step reverse subsidiary merger Follow with forward merger (direct or subsidiary) Test overall transaction to determine tax-deferred status If qualifies, treated as a single transaction (RR ) If doesn t qualify, treated as separate taxable stock acquisition, followed by second transaction (RR 90-05) No asset sale gain 46

47 Practice Refinements Rev. Rul Step 1 Reverse Merger Step 2 Merger Up 70% voting stock plus 30% cash 100% of T Stock 100% merges into Merger Sub Merger into Aggregate consideration paid by -70% voting stock -30% cash -Qualifies as an A reorganization (Holding and Assets) 47

48 Practice Refinements Multi-step mergers can be used for non-tax efficiencies Hardwire transactions more quickly or with fewer consents Clean up loose ends with second step (squeeze out merger) Test overall transaction to determine tax-deferred status (RR ) 48

49 Practice Refinements Step 1 Tender Offer Rev. Rul Step 2 Merger 51% 49% 51% Voting Stock plus cash 49% of T Stock 49% 100% 51% Merger Sub Merger into Aggregate consideration paid by : -83 2/3% (51% plus 2/3 of 49%) voting stock -16 1/3% cash -Qualifies as an (a)(2)(e) reorganization 49

50 Christopher M. Flanagan Locke Lord LLP Tel:

51 Structuring Reverse and Forward Triangular Mergers Employment Law Considerations Christina Queiros Bouchot *This presentation and its contents are solely for informational purposes and does not constitute legal advice.

52 REVERSE AND FORWARD TRIANGULAR MERGERS DUE DILIGENCE Acquirer: should seek key information in diligence to assess liabilities and scope of obligations, including: - Employee census showing job title, location, salary or hourly wage (as applicable), status as exempt or nonexempt, bonus and commission opportunity, date of hire, accrued unused vacation, and visa status - Census of independent contractors showing nature of services provided, location, fee arrangement, date of engagement, expected end date and notice requirements - Contracts with employees and contractors, including those with non-disclosure, IP assignment and covenants not to compete - Bonus, retention, severance, CIC and commission plans and practices, whether formal or informal - Labor union related documents - Employee handbooks / personnel policies - Employment & labor related litigation, charges, audits and investigations : should also conduct internal diligence to understand potential liability and for negotiation purposes 52

53 REVERSE AND FORWARD TRIANGULAR MERGERS HOT BUTTON ISSUES FOR CONSIDERATION IN BOTH FORMS OF MERGER Misclassification of Employees as Exempt - Use census and call with management to assess risk and determine additional information needed - Review job descriptions - Obtain average hours worked for positions in questions - Obtain information on any internal or external audits conducted and method and practice of target in determining exempt status - Liability includes: unpaid overtime, in some states meal and rest break liability, record keeping liability, fines and penalties - Can require special indemnification, review of practices going forward, whether to re-classify prior to or after closing, whether to obtain a release and require target to pay liability directly to employee Proper Tracking of Hours and Payment to Non-Exempt Employees - Confirm system used to track hours (rounding practices, clocking out for meal breaks, staying clocked in for rest breaks) - Confirm minimum wage and overtime compliance, inclusion of non-discretionary bonuses into regular rate of pay 53

54 REVERSE AND FORWARD TRIANGULAR MERGERS HOT BUTTON ISSUES FOR CONSIDERATION IN BOTH FORMS OF MERGER Misclassification of Independent Contractors - Use census and call with management to assess risk and determine additional information needed - Review contracts with independent contractors - Obtain average hours worked per week/month (day as applicable) - Obtain information on any internal or external audits conducted and method and practice of target in determining contractor status - Liability includes: unpaid overtime, in some states meal and rest break liability, record keeping liability, payment of employment taxes and withholding taxes, retroactive participation in employee benefit plans, including participation in equity plans, fines and penalties - Can require special indemnification, review of practices going forward, determination whether to keep contractor engaged, terminate contract or hire as an employee 54

55 REVERSE AND FORWARD TRIANGULAR MERGERS HOT BUTTON ISSUES FOR CONSIDERATION IN BOTH FORMS OF MERGER Immigration Matters (Form I-9, visa sponsorship) Compliance of personnel policies with applicable laws (e.g. vacation payout, FMLA), and Whether personnel policies and practices have created a legally enforceable right to severance payments. Are non-competition and non-solicitation agreements enforceable and assignable? Union Issues: the NLRA applies to union and non-union employers Foreign operations of target obtain local counsel review Pending litigation and charges and whether covered by EPLI insurance and potential exposure Consider requiring pre-closing resolution of some issues (e.g. correction of classification issues, settlement of some non-eeoc potential or pending claims) 55

56 REVERSE AND FORWARD TRIANGULAR MERGERS Reverse Benefit plans and employees remain undisturbed in the deal no change in the employer Buyer thus assumes all liabilities relating to Seller s benefit plans This greater risk requires higher level of due diligence and stronger contract provisions (representations, warranties and indemnification) Has potential for seamless integration of employees and benefit plans Even though integration is less complicated legally in a Reverse, challenges of integrating corporate cultures remain Forward Employees will have a change in their employer Buyer does not normally assume Seller s benefit plans or plan liabilities Buyer may agree to assume benefit plans as part of union negotiations or for other reasons Risk is lower if benefit plans are not assumed: Buyer may still have to provide COBRA Risk of successor employer liability for unpaid contributions to multiemployer plans Employee and benefits integration may be more complicated 56

57 REVERSE AND FORWARD TRIANGULAR MERGERS Reverse Collective bargaining agreements may restrict changes to benefit plans Forward Collective bargaining agreements may be assumed; likely requirement to bargain in good faith as successor employer Typical transition services: Payroll administration Continued participation in Seller s benefit plans: Multiple employer plan issues amendment and testing Insurers may refuse coverage if advance consent not obtained Employee leasing: Seller continues to employ employees during a transition period Issue of who is the common law employer 57

58 REVERSE AND FORWARD TRIANGULAR MERGERS Reverse Forward Severance benefits may be payable as a result of the transaction (even if employees are rehired by the buyer) Buyer and seller can specify whether employees who transfer to buyer will be deemed separated from service: All employees must be treated consistently Must be arms length transaction Must state in writing Have to look at facts to determine whether separation from service will occur for all purposes Notwithstanding general rule that liabilities are not assumed by a buyer of assets, the 7th Circuit has found successor liability for FLSA violations in an asset deal (and thus presumably in a forward triangular merger) 58

59 CONTACT INFORMATION Jason Breen, partner at Goodwin Procter LLP 601 S. Figueroa Street, Los Angeles, CA (213) Christopher M. Flanagan, partner at Locke Lord LLP 111 Huntington Avenue, Boston, MA (617) Christina Queiros Bouchot, counsel at Goodwin Procter LLP 601 S. Figueroa Street, Los Angeles, CA (213)

60 BIOS Jason Breen, Partner Goodwin Procter LLP, Los Angeles Mr. Breen represents startup and later-stage companies in the software, technology, life sciences and agriculture industries throughout their corporate life cycle, with a particular focus on mergers, acquisitions, divestitures, joint ventures, carveouts, financings and other strategic transactions. He also represents venture capital, growth equity and private equity funds focusing on technology and life sciences companies. Christopher M. Flanagan, Partner Locke Lord LLP, Boston Mr. Flanagan s general corporate and partnership tax practice focuses on tax planning and analysis in the transactional area. He has particular experience in representing public and private companies in taxable and tax-free acquisitions and divestitures of corporate subsidiaries and divisions, and in reorganizations and restructurings. Mr. Flanagan also represents companies in the structuring and formation of major corporate joint ventures, LLCs, and large venture capital/private equity funds, as well as advising companies on the tax issues attendant to both public and private debt and equity offerings. Christina Queiros Bouchot, Counsel Goodwin Procter LLP, Los Angeles Ms. Bouchot advises and represents employers in a broad range of employment matters and provides employment expertise on various corporate transactions. She handles employment-related litigation (including wage and hour class actions and whistleblowing and retaliation matters) before state and federal courts and agencies. Ms. Bouchot counsels clients on employment-related issues, such as employee discipline and termination, large-scale reductions-in-force, sexual harassment and other discrimination matters, development of well-crafted personnel policies, compliance with wage and hour and classification regulations, and the development and enforcement of employee noncompetition and confidentiality agreements.