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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, July 27, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will examine the unique issues associated with mergers and acquisitions in the crypto and blockchain sectors. The panel discussion will include technology integration, valuation, regulatory and tax concerns particular to digital assets.

Faculty

David J. Brandon
Miscellaneous
Bryce Parkllan
Attorney
Miller Nash LLP

Mr. Parkllan is a tax and business attorney with experience in international tax compliance for multinational businesses, investment funds, and tax-exempt organizations operating in the U.S. and U.S. territories. He assists clients in structuring cross-border acquisitions, integrating legal entities, and ensuring full utilization of U.S. federal tax incentives.

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Description

The applications for digital assets and blockchain infrastructure have expanded exponentially in recent years, resulting in a rapid increase in M&A activity in the crypto space. Investors and their counsel must understand the nuances of digital asset businesses in evaluating and structuring these transactions.

Each blockchain has standards and procedures, so buyers should carefully consider how acquired technology will integrate into their existing technology. Regulatory scrutiny of cryptocurrency and blockchain continues to evolve. Buyers should carefully evaluate a target company's past actions to identify risks of regulatory noncompliance with commodities, banking, and IP laws.

New technologies and digital assets such as NFTs can be difficult to appraise, and cryptocurrency can fluctuate wildly in value. Buyers must fully understand the value and commercial viability of the assets to be acquired. Well-crafted earnout and price adjustment provisions are critical. The buyer may also want the ability to terminate if the value of the enterprise falls below a stated threshold -- breakup fees may be heavily negotiated.

Listen as our authoritative panel discusses the complex issues associated with acquiring crypto assets and technology.

Outline

  1. Due diligence
  2. Regulatory compliance issues: commodities, banking, IP, other
  3. Asset valuation and price volatility
  4. Critical provisions in M&A agreements: seller and buyer protections
  5. Tax issues in deal structure

Benefits

The panel will review these and other critical issues:

  • Why are digital assets and blockchain technology so difficult to value?
  • What compliance issues are of particular concern in acquiring a cryptocurrency enterprise?
  • How does price volatility affect tax planning in an M&A transaction involving digital assets?