M&A for Technology Companies: Key Transactional Concerns

Equity Incentives, Intellectual Property, MAE Clauses, Valuation, Financing Structures, Tax Issues

Note: CPE credit is not offered on this program

A live 90-minute premium CLE video webinar with interactive Q&A


Wednesday, June 16, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, May 21, 2021

or call 1-800-926-7926

This CLE webinar will examine key issues in M&A transactions involving technology companies. The panel discussion will include employee retention and equity compensation, intellectual property, tax and liability issues unique to technology companies, and how they should be addressed in the acquisition agreement and due diligence.

Description

Acquisition of a tech company requires special focus on IP, employee retention and compensation, valuation, and taxation, among other matters. Counsel should take care to include due diligence rights, reps and warranties, indemnities, and post-closing obligations in the acquisition agreement to ensure a conflict-free closing.

Due diligence of a tech company includes the IP and other assets coming into the acquiring company and agreements and licenses related to those assets. The buyer must understand partner agreements, registration of IP rights, treatment of source code, patent clearance processes, and data retention practices that could affect the transfer of the sellers' assets to the buyer.

Stock options and other benefits are common for tech companies, and counsel should address them in the acquisition agreement. The buyer should have a plan for retaining key employees, and stock options (including vesting rights triggered by the acquisition) should be figured into the purchase price. Noncompete and non-solicitation agreements with significant employees and shareholders may add value to a technology deal.

The seller's representations and warranties regarding its financial statements, intellectual property, contracts, and liabilities merit particular attention. The buyer may also require indemnities for pre-closing income or sales taxes. U.S. law restricts the export of certain technologies, so buyers must also focus on export and import issues and whether the seller is in compliance.

Listen as our authoritative panel discusses these and other issues of particular importance in technology company acquisitions.

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Outline

  1. Distinguishing features of technology companies
  2. Due diligence
    1. Intellectual property
    2. Other assets and liabilities
  3. Employee retention and noncompete agreements
  4. Stock options and other employee compensation
  5. Reps and warranties in the acquisition agreement
    1. Relating to IP
    2. Other
  6. Tax issues
  7. Post-closing obligations

Benefits

The panel will review the following issues, among others:

  • How should a buyer approach due diligence of a seller's intellectual property and other technology assets?
  • How should the acquisition agreement address employee stock options? How might they affect the purchase price?
  • What reps and warranties should be required from the seller in a tech company deal?
  • What tax and regulatory issues must be considered in connection with the transfer of tech company assets?

Faculty

Bergstrom, Luke
Luke J. Bergstrom

Partner, Global Co-Chair of the Mergers & Acquisitions Practice and Global Vice Chair of the Technology Industry Group
Latham & Watkins

Mr. Bergstrom regularly advises leading corporate and private equity clients on significant M&A transactions and...  |  Read More

Fisher, John
John A. Fisher

Partner, Head of US Technology and Life Sciences M&A
Freshfields Bruckhaus Deringer

Mr. Fisher advises some of Silicon Valley’s most innovative and pioneering companies in their technology and life...  |  Read More

Attend on June 16

Early Discount (through 05/21/21)

Cannot Attend June 16?

Early Discount (through 05/21/21)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include program handouts.

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