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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, July 24, 2024

  • 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.

$347.00
CLE
ALL

This CLE webinar will provide deal lawyers with an overview of the relevant securities law considerations relating to M&A transactions involving private and public companies. The program will focus on due diligence considerations, structuring the deal, transaction-related disclosures, and registration requirements.

Faculty

Brett A. Cenkus
Attorney
Cenkus Law

Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.

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Michael Gilson
Partner
Davis Polk & Wardwell LLP

Mr. Gilson advises U.S. and international corporate and private equity clients on a full range of public and private transactions, both domestic and cross-border. He advises U.S. and international corporate and private equity clients on a full range of public and private transactions, both domestic and cross-border. Mr. Gilson’s experience includes mergers, acquisitions, investments, joint ventures, collaborations, spinoffs, restructurings, special committee representations, and defensive and corporate governance advice.

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Description

A transfer of stock as part of the sale of a business in an M&A transaction is considered a securities offering under the Securities Act, as is the issuance of new stock to shareholders of another company in exchange for their shares of stock. Due to costliness and the complexities of registration requirements, issuers often seek an exemption from the Act.

Section 4(a)(2) exemption and Reg D safe harbors are the most common exemptions used for stock issued as part of a merger or acquisition. Reg D prohibits public solicitation and advertising and limits the ability to sell securities to nonaccredited purchasers. Also, the securities are restricted and subject to limitations on resale.

Penalties can be steep, and mistakes can be costly to the deal, so counsel must carefully consider securities law implications before structuring the transaction and closing the deal.

Listen as our authoritative panel examines the applicability of the Securities Act to a stock transfer or issuance that is part of an M&A deal. The panel will review how Regulation D applies in the M&A context and the requirements, the limitations of Reg D offerings, integration, required disclosures, and the limitations on general solicitation and advertising to target shareholders.

Outline

  1. Spotting securities law issues in M&A transactions
  2. Overview of U.S. securities laws
  3. Due diligence considerations relating to securities law requirements
  4. Structuring and documenting securities law compliance
  5. Choosing registration exemptions for common M&A scenarios
  6. M&A adviser regulation due to securities law considerations
  7. Other issues and considerations

Benefits

The panel will review these and other key issues:

  • What are the key securities law considerations for deal lawyers in the M&A context?
  • What are steps deal lawyers should take or require during the due diligence phase to expose potential securities law issues?
  • How should securities law compliance be structured and documented in M&A transactions?
  • What are common registration exemptions that arise in the M&A context?