Legal & Financial Issues in Mergers and Acquisitions

Legal & Financial Issues in Mergers and Acquisitions

Thursday, October 22nd

Time: 3:00-4:30

Location: 12565 Research Parkway, Suite 360, UCF HR Training Room 123, Orlando, FL., 32826

Fee: $20 (Free to Incubator Clients)

Please RSVP to Renee Ayala at 407-882-0202 or via email rayala@mail.ucf.edu

Legal & Financial Issues in Mergers and Acquisitions

A merger or acquisition involves complex and unique legal, tax and financial accounting considerations. Many of these considerations should be carefully thought out before beginning negotiations for any acquisition; many others will arise as a company goes through the acquisition process. Whether on the buy-side or the sell-side, it is critical that a company has an understanding of the acquisition process and the issues that can arise, as this understanding can help a company avoid mistakes and unintended consequences that affect whether a transaction closes or that have ramifications long after the transaction closes.

There will be legal matters to be addressed related to structuring the transaction and the transaction documents, establishing the terms of the transaction, negotiating arrangements ancillary to the transaction such as employment, licensing and other ongoing relationships, conducting the due diligence, and negotiating post closing obligations such as indemnification, confidentiality, non-compete and non-solicitation obligations. There are also important decisions to be made when determining how to structure a merger, acquisition or sale of a company for tax purposes to ensure future tax consequences are the most beneficial to the Company. For financial accounting purposes, determining the fair value of the assets and liabilities of a business acquired including how and when to use a valuation specialist is critical, as well as understanding how to allocate the purchase price to intangible assets acquired and determining the useful lives of those intangibles.

All of these areas and more will be discussed at the presentation on October 22nd.

Speaker Bios

Michael Heald is an audit senior manager for Cross, Fernandez & Riley,LLP. He works with small public companies and private companies from various industries including manufacturers, distributors, software developers and internet serviceproviders. He has been involved with numerous mergers and acquisitions and understands the unique accounting and financial considerations related to such transactions.

Jeff Decker is a partner at the national law firm of Baker Hostetler and the chair of the firm's Business Group in the Orlando office. Jeff's practice focuses primarily on merger and acquisition, joint venture, strategic alliance and divestiture transactions, securities offering, Securities Exchange Act reporting and other corporate finance matters, proxy solicitations, corporate governance, corporate recapitalizations, restructurings and reorganizations and general transactional and legal matters for a wide variety of public and private companies.