| Consolidation of Technology Companies in an Uncertain Market
Cosponsored with the Boston Bar Association
Please Note: This course has already
been held.
Date: Friday, October 19, 2001
Location: Suffolk University Law School, 120 Tremont St., Boston, MA
Time: 09:00 AM - 05:00 PM
Faculty
Schedule/Agenda
Registration Information
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Purchase Here! |
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After years of explosive growth in the number of technology companies – whether biotech, telecom or dot-com – the private and public financing markets screeched to a halt in 2000. Each market niche found itself overcrowded with too many businesses chasing the same opportunities. Consolidation among companies in redundant, overlapping and complimentary fields seems the best answer for survival and success. Consequently, mergers and acquisitions have replaced IPOs as the objective of most technology companies, with new “synergistic” combinations being announced every day.
Understanding and valuing technology companies and structuring deals that make sense for them require an in-depth examination of their unique assets and attributes. Structuring effective transactions between technology companies must take into account all of the opportunities and risks that are posed, both by the seller and the buyer. Due to the special attributes of technology companies and the various constituencies that must be served, lawyers must be sensitive to a broad range of business, legal and human considerations.
Consolidation of Technology Companies in an Uncertain Market brings together a group of professionals and academics who are steeped in the world of technology transactions. While each of them focuses on a particular aspect of this practice, all of them are keenly aware of the interplay between the different factors required for success in the technology consolidation arena. Whether you are an individual practitioner advising emerging companies, in-house counsel or an associate in a multi-disciplined firm, the insights offered by our panelists will open your eyes to the key considerations that you must address in every technology transaction.
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Keith Fisher
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Suffolk University Law School, Boston |
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Steven J. Frank
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Testa, Hurwitz & Thibeault, LLP, Boston |
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Gabor Garai
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Epstein, Becker & Green, PC, Boston |
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Judith A. Malone
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Palmer & Dodge, LLP, Boston |
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Christopher W. Parker
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McDermott, Will & Emery, Boston |
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William E. Roman
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Tucker Anthony Sutro, Boston |
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Richard A. Soden
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Goodwin Procter LLP, Boston |
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| S C H E D U L E / A G E N D A |
| 9:10 |
Valuation and Financing |
- Valuation criteria in a changing market
- Understanding the value of purchaser stock
- Structuring to preserve key technology licenses
- Creating a “win – win” transaction structure for buyer and seller
- Satisfying the venture capital investor and the common stock holder
- Avoiding tax pitfalls
Attorney Gabor Garai & William E. Roman
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| 10:00 |
Fiduciary Obligations of Directors and Going Private |
| Recent developments in the case law adumbrating the duties of directors, including the duty of care and the duty of loyalty, when faced with an offer to acquire the company.
Professor Keith Fisher & Attorney Richard A. Soden
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| 11:15 |
Special Issues Regarding Intellectual Property |
- Assessing What’s There - identifying and auditing traditional IP assets; confirming ownership; licenses in and out; hidden burdens - are those rights encumbered?
- Transferring IP Rights - assignments, licenses, security interests; the give-and-take of representations and warranties
- Third-Party Pitfalls - fishing for infringement, evaluating potential claims
Attorney Steven J. Frank
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| 12:00 |
Anti-Trust Issues and Regulatory Considerations |
- The structural methodology used by the antitrust enforcement agencies (the Department of Justice and the Federal Trade Commission) in assessing the competitive impact of a merger or acquisition
- Interesting issues surrounding the effect of technology (particularly the Internet) on traditional geographic and product market definition
Professor Keith Fisher
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| 12:30 |
Lunch - on your own |
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| 1:30 |
Employment Issues - When Consolidation Results in Job Loss |
- Risks in downsizing
- Who has the obligation to provide notice under WARN
- When does the obligation arise
- What are the exceptions
- Living with change of control agreements after consolidation
Attorney Judith A. Malone
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| 2:30 |
Conflicts of Interest |
- Representing the constituencies - the company, management, the directors and the shareholders.
- This segment highlights, through a series of hypothetical factual settings, some of the common ethical problems that arise for business lawyers in M&A transactional settings.
Professor Keith Fisher, Attorney Gabor Garai & Attorney Richard A. Soden
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| 3:45 |
Bankruptcy Issues |
| Effect of bankruptcy on mergers
Attorney Christopher W. Parker
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| Date: |
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Friday, October 19, 2001 |
| Tuition: |
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Tuition is $199; $149 for members of the BBA and attorneys admitted since 1998. Tuition includes refreshments and course book.
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| Walk-Ins: |
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Space is limited. Registrations at the door are welcome, but please register in advance to reserve a seat and your written course materials or call to confirm space availability.
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| Refunds: |
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Any cancellations received 24 hours prior to the program will be granted a refund, minus a $15.00 charge. If you cannot attend, you can send a substitute, otherwise you will receive the written course materials.
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| Location: |
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Suffolk University Law School, 120 Tremont St., Boston, MA
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| Credit: |
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Approved for CLE Credit in RI, NH, VT & NY.
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Special
Needs: |
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If you have special needs addressed by the Americans with Disabilities Act, please notify us as soon as possible.
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Directions to the Law School.
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Unable to attend but are interested in the course materials?
Purchase Here! |
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