WEBCASTS

Counseling a client through a merger or acquisition of a private or public company requires a keen appreciation of all the issues—antitrust, employee benefits, intellectual property, privacy, and tax—that could affect the transaction.

Counseling a client through a merger or acquisition of a private or public company requires a keen appreciation of all the issues—antitrust, employee benefits, intellectual property, privacy, and tax—that could affect the transaction.

This advanced program provides an in-depth examination of the various issues that should be considered when structuring and negotiating an M&A transaction. This three part webinar explores acquisitions with a special focus on private equity transactions, shareholder activism, confidentiality agreements, and IP and privacy aspects of corporate transactions.

Other topics addressed during the program include:

• issues that arise in confidentiality and standstill agreements
• fairness opinions and the role of the investment banker
• tax considerations in structuring and negotiating the acquisition
• employee benefits, executive compensation, and intellectual property aspects of corporate acquisitions
• antitrust issues in mergers and acquisitions
• special issues that should be considered when the buyer or seller is a private equity sponsor
• the latest Delaware law developments affecting M&A transactions

This presentation will start by covering existing Data Protection regimes throughout Europe as well as the upcoming General Data Protection Act (GDPA) from the European Union and the status of the Security Shield regime for Companies sharing data from/to the US.

This presentation will start by covering existing Data Protection regimes throughout Europe as well as the upcoming General Data Protection Act (GDPA) from the European Union and the status of the Security Shield regime for Companies sharing data from/to the US.

Then it will look at the different Data Protection cultures and how that impacts international businesses.

And finally, we will discuss some best practices for international businesses to comply with diverse Data Protection regulations.

Changes to Regulation D and exempt offerings are being felt throughout the financial industry as companies race forward with creative new models of financing. Enthusiasm for the Reg A+ and federal crowdfunding regulations has brought with it not only new and diverse ways for raising capital...

Changes to Regulation D and exempt offerings are being felt throughout the financial industry as companies race forward with creative new models of financing. Enthusiasm for the Reg A+ and federal crowdfunding regulations has brought with it not only new and diverse ways for raising capital, but also a new set of concerns for companies, funds, and financial intermediaries.

Modernized intrastate offering rules and the expansion of Rule 504 likewise add to the menu of financing alternatives that counsel must understand and consider in appropriate circumstances.

This advanced annual program delivers the latest information on today's private placements and capital raising models and equips you to advise your clients on the critical issues in today’s marketplace. Examine such timely topics as:

• Rule 506 (c) as a tool to use “general solicitation” to raise money from qualified investors
• Federal crowdfunding exemptions for startups and small businesses
• Reg A+ as an alternative to private placements
• Expanded Rule 504 and the new feasibility of intrastate and regional offerings
• Best practices for the integration of exempt and other offerings
• Redefining the accredited investor
• Marketing of private equity funds through pre-offerings, seminars, parallel marketing and private placement publicity
• Requirements for delayed and continuous offerings
• Ethical issues and pitfalls involving EB-5 offerings
• Internet-based capital formations; portals and broker-dealers

Licensing university technologies to academic start-ups is a tricky business, often involving a whole range of considerations not encountered with typical corporate licensees. Equity is often taken in lieu of royalties and up-fronts, hoping to allow the fledgling company some breathing room to use its cash for growth and development.

Licensing university technologies to academic start-ups is a tricky business, often involving a whole range of considerations not encountered with typical corporate licensees. Equity is often taken in lieu of royalties and up-fronts, hoping to allow the fledgling company some breathing room to use its cash for growth and development.

How that equity and other factors such as milestones, equity dilution, clawback provisions, board participation, use of university facilities and equipment, cost sharing, patent protection, and other key contractual issues are structured is all over the map, often defined by the unique nature of each spinout and its management team.

Also muddying the waters are other sensitive issues such as COI concerns, protecting critical researcher relationships, corporate and tax structure, level of TTO and university support, use of interns and grad students, and many others.

To help you understand the complexities of start-up licensing and consider a range of best practices and options — and ultimately craft agreements that both encourage start-up creation and protect the university and its IP in this hands-on webinar workshop you will tackle:

• Startup structures (corporation or LLC) and Significance for Equity license terms
• Key differences and considerations in licensing to academic start-ups
• Understand the various types of start-ups and how they impact license structure
• Dilution - dos and donts.
• Field limitations and commercialization diligence requirements in the start-up versus established company context
• Milestones and milestone payments
• Board observer rights
• Registration rights – what are they and how should the license define them?
• Restrictions on assignment
• Flexibility on terms and conditions

Business transaction contracts follow a particular format and this format will be provided. A contract should express the parties’ complete and full understanding of the deal terms in a clear, organized and concise manner.

Business transaction contracts follow a particular format and this format will be provided. A contract should express the parties’ complete and full understanding of the deal terms in a clear, organized and concise manner.

Ideally, all standard business terms and conditions will be included and all unusual issues will be addressed.

As a business lawyer, it is important to anticipate issues that may come up over the course of the business relationship and the parties’ dealings; these issues should be addressed with as much specificity and precision as possible to avoid future conflicts or disputes.

Not all indemnity provisions are alike. Do the parties want strictly an indemnity or do the parties want the other party to defend as well?

Not all indemnity provisions are alike. Do the parties want strictly an indemnity or do the parties want the other party to defend as well?

What types of actions are to be indemnified against?

Should there be a cap on the indemnity obligations?

Should certain liabilities be expressly 2 excluded from the indemnification provision?

What are some standard pitfalls in drafting indemnity provisions?