M&A Deal Dispute Resolution: Proactive Strategies
Evaluating ADR Alternatives and Crafting Merger Agreements That Minimize Post-Closing Litigation
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Thursday, October 21, 2010
Recorded event now available
This CLE webinar will provide attorneys with an overview of the risks and benefits of using mediation, arbitration or expert determination to resolve M&A deal disputes. The panel will outline strategies for negotiating and drafting key dispute resolution provisions in the merger agreement.
Description
Post-closing disputes are common in merger transactions, often resulting in expensive litigation. In recent years, parties have included dispute resolution provisions in M&A agreements to attempt to resolve disagreements through arbitration, mediation or expert determination rather than lawsuits.
Negotiating dispute resolution terms in merger agreements requires a thoughtful and strategic approach. Parties must evaluate the risks and benefits of the various dispute resolution alternatives, decide which rules will govern the resolution process, and determine the controlling law and venue.
Paying only cursory attention to dispute resolution provisions in merger agreements and/or using boilerplate language can result in ineffective approaches to resolving common post-closing disputes.
Listen as our authoritative panel—including a deal attorney, an M&A litigator and a dispute resolution professional—reviews the latest legal developments in M&A deal dispute resolution. The panel will examine the pros and cons associated with mediation, arbitration and expert determination, and provide strategies for negotiating and drafting key dispute resolution provisions in the merger agreement.
Outline
- Selecting the dispute resolution method (benefits and risks)
- Negotiation
- Arbitration
- Mediation
- Expert determination
- Negotiating and crafting dispute resolution procedural provisions
- Choice of law
- Choice of venue
- Interim relief
- Specific performance
Benefits
The panel will review these and other key questions:
- What are the advantages and disadvantages of using ADR instead of litigation to resolve M&A post-closing disputes?
- What considerations should counsel take into account when deciding whether to use arbitration, mediation or expert determination as a dispute resolution method?
- What are some effective practice tips for buyers and sellers counsel when drafting and negotiating dispute resolution provisions in merger agreements?
- What are some best practices for neutrals evaluating and deciding M&A post-closing disputes?
Faculty
Catherine B. Nelson,
Senior Counsel
Foley & Lardner, Chicago
She focuses her practice on mergers and acquisitions, private equity, corporate finance and general corporate counseling. She has represented start-ups and mature companies in mergers and acquisitions, private offerings, venture capital and various other financing transactions, as well as general business law representation such as contract review and negotiation.
Vincent P. (Trace) Schmeltz, III,
Counsel
Dewey & LeBoeuf, Chicago
He practices in the area of complex civil litigation, with an emphasis on securities, mergers and acquisitions (M&A), and white collar criminal litigation. He has pursued and defended claims on behalf of auditors, investment banks, corporate boards and corporations. He is also brought into cases by clients to provide "second opinions" and assist with trial strategy.
Kevin D. Kreb,
Partner
PricewaterhouseCoopers, Chicago
He consults with clients regarding the resolution of disputes arising from merger and acquisition transactions, including purchase price disputes, earn-out disputes and breach of representation and warranty claims, through negotiation, arbitration and litigation. He has served in the capacity of expert witness and sole arbitrator/neutral accountant on numerous occasions.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
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(*Indicates that Strafford must report attendance.)
Online CLE Audio $297.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CO, CT, GA, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: FL, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
Webinar Download (Slide Presentation with Audio) $297.00
Available three business days after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
MP3 Download (Audio with Slide PDFs) $297.00
Available 24 hours after the live event
CD (Audio with Slide PDFs) $297.00
plus $9.45 S&H
Available ten business days after the live event
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Program Materials
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Program Materials
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CLE Credit
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Customer Reviews
The teleconference contained information that was relevant, useful and up-to-date.
Mark Hegedus
Spiegel & McDiarmid
Speakers were knowledgeable enough to talk about the subject matter in an easily digestible manner.
Daniel M. Cleary
Gotham Insurance/New York Marine & General Insurance
The speakers were tops in their industry.
Peter Danias
Kaye Scholer
The speakers were knowledgeable and presented useful information.
Karen Shaffer-Levy
Reed Elsevier
The panelists covered the topic well and in depth.
Andrea Mealey
Edwards Angell Palmer & Dodge
Finance Law Advisory Board
Partner
Gibson Dunn & Crutcher
Partner
Nixon Peabody
Partner
Alston & Bird
Counsel
Mayer Brown
Partner
O’Melveny & Myers
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