COGNISTAR Courses
View the programs by practice areas. When you click on the links below, you will be directed to the applicable site for the programs. Our offerings include:
Reviewing The SEC and DOJ FCPA Resource Guide
The Foreign Corrupt Practices Act [FCPA] has become one of the focal points of the Securities Exchange Commission's and the Department of Justice's enforcement program. In response to the many questions surrounding the enforcement of the FCPA, the SEC and DOJ combined efforts and produced "A Resource Guide to the U.S. Foreign Corrupt Practices Act" to provide a thorough look into what the departments feel are important points for companies to be concerned about, while providing guidance on how to comply with the FCPA.
Click here for more information.
A "How to Guide" to Basic Derivatives and Structured Products
Derivatives are used by most large public and many private companies, in part, to manage risk. This basic course will cover the what, when, where and why companies enter into derivatives; how the basic International Swaps Dealer Agreements (“ISDA”) and credit support agreements (“CSAs”) work; how to avoid common, costly mistakes and unintended consequences when negotiating ISDA contracts; understanding the differences among the three contract types; understanding the differences related to the five classes of underlying assets; structured products linked to common indices, such as the S&P, Russell 2000, individual company stocks and foreign indices; collateral posting and protection issues; bankruptcy and credit downgrade considerations; use of derivatives in M&A; understanding valuation and risk; tax consequences of various derivatives and structured notes; and how the derivatives clearing requirements of the Dodd-Frank Act impact the derivatives market and your clients.
Click here for more information.
Supreme Court Roundup: Recent Developments in Employment Law Cases
During the last term of 2012, the Supreme Court decided cases in significant areas of law affecting employers and employees. This course takes a close look at the direct and indirect consequences of those decisions and the ways in which they will influence employment law. Topics include, among others, The Ministerial Exception, Family Medical Leave Act, Fair Labor Standards Act, Immigration, Health Care, Workplace Discrimination and Affirmative Action.
Click here for more information.
Supreme Court: A Year in Review
During the year leading up to the 2012 Presidential election the Supreme Court decided major cases in several significant areas of law, including the First Amendment and Separation of Powers, through such cases as the Patient Protection and Affordable Care Act and Arizona SB1070.
Each panelist presents a group of Supreme Court decisions from the term and explains how they will impact specific areas of law, including free speech, international law, consumer rights, immigration, religious exceptions and changes affecting the rules of criminal procedure.
In addition to the case-by-case analysis of the 2011 Supreme Court term, the panel considers the broader implications, with discussion about the unexpected role of 18th century tort law, Justice Scalia’s thoughts on a world without plea bargaining and what this term might tell us about the future of the Roberts Court.
Click here for more information.
Major Issues in Corporate Prosecution
The presenters of this course address some very important topics regarding corporate prosecution in white collar crime. The topics discussed include wiretaps, search warrants, whistleblowers, self-reporting, admissions of guilt and court approval of negotiated settlements.
The second portion of the course includes a discussion of ethical considerations of joint representation, prosecutorial disclosure, seizure of property, Upjohn warnings and best practices for interacting with corporate employees. Through the use of hypothetical situations the presenters look at new investigative methods used by prosecutors, reacting to search warrants, and how to avoid conflicts of interest during an investigation.
Click here for more information.
How to Win at Trial: What Can Be Learned From Recent Verdicts
This presentation features five of the most recognized white collar defense attorneys in the country, moderated by Judge John Gleeson from the Eastern District of New York. The panel includes Barry Berke on managing the government's star witness. Susan Brune describes how E-mail is changing trial preparation. Paul Shechtman outlines the merits of the bench trial in white collar cases. Reid Weingarten reveals his strategy for moving quickly to trial, and Theodore Wells Jr. discusses how he prepares opening and closing statements; delivering clarity to the jury in spite of the burden of having to, "deal with a doggone witness."
Click here for more information.
Current Ethical Issues in the Practice of Securities Law
This program addresses many of the ethical and legal issues that corporate and outside counsel face in advising corporations, directors and officers, handling shareholder and derivative suits, and responding to government investigations. The program is presented using a role-playing scenario in which the presenters discover some possible accounting irregularities at a public company. The presenters play various parts, including that of corporate counsel, outside counsel, auditor's counsel, and SEC counsel. The scenario is followed by an in-depth discussion of topics which include attorney-client privilege when representing a corporate entity, multiple representations, issues regarding internal investigations, responses to client misconduct, issues dealing with outside auditors, and the impact of the Sarbanes-Oxley legislation.
Click here for more information.
Staying on Top of the Latest Developments in Wage and Hour Law: Key Court Decisions and Compliance Challenges
Wage and hour law continues to be one of the most challenging and dynamic areas within the field of labor and employment. This course provides an in-depth look at the latest litigation developments, including recent court decisions affecting wage and hour class actions. The presenters also cover recent changes in the law, new protections available to employees, and steps that management can take to avoid disputes and legal challenges.
Click here for more information.
Patent vs. Antitrust Law in the 21st Century
The presenters in this course take a look at the Federal Trade Commission's focus on preventing what the Commission terms "pay-for-delay" settlements of drug patent litigations. In a lively discussion the presenters address the DOJ's investigations of the sale of Nortel's patent portfolio and other large technology patent deals; what forms of "tying" constitute valid antitrust defenses to patent enforcement after the Federal Circuit's en-banc Princo decision; and what is the effect of the Therasense decision on Walker Process claims.
Click here for more information.
The Media’s Impact on Prosecutorial Decision-Making
Featuring a presentation by the U.S. Attorney for the Southern District of New York, this course focuses on the prosecution of white collar crime and the media's role in the judicial process. Preet Bharara, named "One of the 100 Most Influential People in the World," by Time magazine speaks on several topics, including the need for the creation of a cyber security strategy with corporate clients. The panel discussion presents all sides in the prosecution/media/defense relationship triangle, including the ways in which the media brings pressure to bear on prosecutors and regulators. Representing defense attorneys is Benjamin Brafman.
Click here for more information.
Hedge Funds in the Current Environment
It has been a time of unprecedented change for hedge funds. After explosive growth, the hedge fund industry has contracted substantially due to the financial crisis. In addition, over the past year there have been fund liquidations, lawsuits by investors, and numerous SEC and other enforcement actions and investigations.New regulation is on its way, and the industry is clearly in transition.
This course provides an overview of the current and proposed rules related to operating a hedge fund. The presenters provide an in-depth discussion on how to avoid problems in the enforcement environment and provide best practices for protecting hedge fund advisers from liability. The registration process, requirements applicable to registered advisers, and operating issues involving hedge funds are also examined.
Finally, top practitioners and regulators discuss their views on hedge fund issues. Although this program is intended for professionals in the hedge fund industry as well as experienced lawyers who practice in hedge funds, lawyers who are interested in developing hedge funds expertise will also benefit.
Click here for more information.
Hot Topics in Energy Law: Legal & Regulatory Developments
An experienced faculty of prominent legal practitioners and regulators provide a timely update on the watershed of activity seen in the energy sector, ranging from legal to regulatory initiatives on the state and federal levels, to developments in the financial arena.
Click here for more information.
Ethical Boundaries for Litigators
This program addresses the differences between zealous advocacy, sharp practice and misconduct and the implications of each. The speakers will discuss real life hypotheticals that will assist attorneys in managing problems that actually arise in and outside the courtroom. Some of the areas that are discussed include: using evidence and presenting testimony that may be deemed suspicious; using subterfuge to investigate a case; forcing a settlement without crossing ethical lines; avoiding conflicts that could jeopardize your representation; and protecting your fees in litigation.
Click here for more information.
How Change in Federal Sentencing Guidelines Impacts White Collar Fraud Cases
This program explores various issues involving sentencing in white-collar fraud cases. The federal Sentencing Guidelines focus primarily on the amount of loss in fraud cases, and often call for the imposition of decades-long sentences, even life sentences. The presenters of this course explain the function of the Guidelines, focusing on how changes in the Guidelines and related developments over the past several decades have affected the sentencing in large fraud cases. They also take a look at the case law permitting judges to impose sentences that vary from the Sentencing Guidelines, and look at cases in which judges have abandoned the Guidelines in order to base sentencing on the defendant's individual history and characteristics rather than the amount of financial loss.
Click here for more information.
The Impact of Morrison on Pending Litigation
An expert faculty of highly experienced and well-known securities litigators and commentators discuss important developments in securities and other federal litigation following Morrison, and offer strategies and tactics for prosecuting and defending cases involving transnational fraud within the U.S. and beyond. The course offers counsel an overview of cutting-edge issues in U.S. and international securities litigation, ranging from procedural mechanics to sophisticated strategic advice.
Click here for more information.
Current Developments in Commercial Division Practice
Commercial Division justices and practitioners give a review and update on practice and procedure in the Supreme Court's Commercial Division, from assignment of the case through trial. The presenters cover recent noteworthy commercial decisions rendered in the Commercial and Appellate Divisions on discovery, motions to dismiss, and summary judgment. They also address the topics of e-discovery and the confidentiality and sealing of records.
The New Whistleblower Employee Protections of the Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act dramatically alters financial regulation in many areas, including by creating expansive new employee whistleblower protections. A panel of experienced employment lawyers will review the most critical features of the Act and the rules promulgated there under, analyze how the Act changes the landscape of federal whistleblower law, and discuss the challenge of compliance and litigation avoidance.
Privacy and Data Security Law: Cloud Computing, Security Breaches and More
Privacy and data security issues have become well-recognized concerns for every industry. They are key concerns and attorneys should be familiar with the general privacy principles and laws that apply in order to properly guide clients in any industry. In addition, as the cost and complexity of managing the ever increasing volume of data increases, many companies are considering migrating their services to “the cloud.” The presenters provide an overview of the hottest issues in privacy and security law, including cloud computing, security breaches, information security programs, advertising, industry-specific obligations, new and pending legislation and practical guidance to help any organization better manage its information gathering, dissemination and use practices.
Bankruptcy 101
Familiarity with the Bankruptcy Code is crucial in today’s economy. Hear from a panel of lawyers who regularly counsel debtors, lenders, creditors’committees and other key constituencies in today’s most complex bankruptcy cases. They will discuss key tools and provisions of the Bankruptcy Code, including the automatic stay, property of the estate, financing, and various aspects of chapter 11. The panel will provide practical tips as well as discussing the underlying concepts.
Hedge Funds in the Current Environment: The Impact of Dodd-Frank and More
It is a time of significant regulatory change for hedge funds and their managers. This course provides an overview of the current and proposed regulatory rules that are becoming a reality as a result of the Dodd-Frank Wall Street and Consumer Protection Act. The presenters discuss how to avoid problems in the enforcement environment and provide best practices for protecting hedge fund advisers from liability. The registration process, requirements applicable to registered advisers, and operating issues involving hedge funds will be examined.
October 2011 - 8th Annual Institute on Corporate, Securities, & Related Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the following segments:
Bankruptcy Mergers & Acquisitions
The presenters of this course take a look into the world of bankruptcy as it applies to mergers and acquisitions. They provide the viewer with a view of the current economic environment and the risks that are prevalent in merger and acquisition deals, especially when dealing with a company this is or is about to become bankrupt. A discussion of the benefits and risks of a section 363 sale versus a plan of reorganization is given much attention, with the presenters providing insightful tips to make the best choice. They wrap up the discussion by addressing contingent claims, the importance of due diligence, and executory contracts.
Click here for more information.
Ethical Issues Facing Attorneys in M&A and Related Transactions
Attempts to disqualify an attorney from involvement in a transaction can range from a tactical ploy to legitimate concerns about conflict of interest. Our panel consists of four attorneys who specialize in legal ethics and attorney misconduct. Two panelists have experience in the SEC Office of the General Counsel. Topics include the ABA Model Rules, Delaware Chancery Court rulings on disqualification, breach of fiduciary duty and attorney confidentiality requirements. Additional topics cover new whistleblower provisions, Sarbanes-Oxley, Dodd-Frank and the prosecution of
Clicke here for more information.
Key Deal Lawyer Issues in Outbound M&A — Brazil, Canada, China, and the E.U.
There are many issues facing a U.S. corporation merging with or acquiring a company in the U.K., Canada, Brazil or China. The speakers cover the agencies, laws and political restrictions encountered in each country, focusing on actual M&A transactions. Topics include financial requirements, competing offers, restricted and prohibited industries and disclosure requirements. Additional topics include shareholders and employees' rights, poison pills, treaties and taxation.
Click here for more information.
Navigating Investment Banking Issues in M&A Transactions
Navigating Investment Banking Issues in M&A Transactions follows a fictitious public Delaware corporation as a controlling shareholder makes an unsolicited proposal to acquire all outstanding shares. The Board forms a special committee, which retains financial and legal advisors, prepares projections and the deal moves forward. The agreement is promptly challenged in Delaware Chancery Court over the amount of disclosure required of the Board. The panel follows the evolution of Delaware disclosure requirements from cases like Skeen, through Pure Resources to Netsmart and Maric.
Click here for more information.
Non-Delaware Law Corporate Governance Issues in M&A and Related Transactions
While the focus in Mergers and Acquisitions is often on Delaware, there are many corporate governance changes happening in other states and at the federal level, especially with the implementation of U.S. Securities and Exchange Commission Rule 14a-8. This course covers recent M&A cases in Maryland, the second most-popular state for incorporation, as well as strategies for dealing with shareholders and proxy access nationwide. Topics include Executive Compensation, Say-on-Pay, Say-on-Parachutes, Private Ordering, Proxy Solicitation and Forum Exclusivity Clauses. Also included are European shareholder issues and the emergence of hostile takeovers in Germany.
Click here for more information.
Negotiating Public Acquisitions: A Mock Negotiation
Cash acquisitions dominate the M&A marketplace. Negotiating Acquisitions of Public Companies explores U.S.-based publicly traded Delaware corporations, with shares listed on the United States Securities Exchange. This expert panel engages in mock negotiation, as they reveal strategy and demonstrate how these deals work. Topics include two-step acquisitions, standstill sgreements, ownership thresholds and deal protection provisions.
Click here for more information.
Private Company Acquisitions: A Mock Negotiation
A number of things can happen between the signing of a purchase agreement and the closing of the transaction that can cause a buyer or seller to have second thoughts. Our program features leading M&A attorneys engaging in mock negotiation, highlighting complex issues and recent developments in M&A law. In addition to prominent M&A attorneys our panel includes an investment banker, a tax attorney, a Delaware litigator and an expert on U.K. mergers and acquisitions. Topics include: Mergers versus stock or asset acquisition, appraisal and fiduciary obligations, contingent liabilities, breakup fees and the tax consequences of various structures.
Click here for more information.
April 2011 - 8th Annual Institute on Tax Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the follwoing segments:
Negotiating a Corporate Acquisition From a Tax Perspective
The presenters in this course focus on the practical aspects of corporate acquisitions from a tax perspective. They address the important process of negotiating a corporate acquisition including how to document a deal, the structure of an agreement, what steps you need to follow for a successful deal, and how to interact with the other players on the deal team.
Consolidated Returns
The presenters in this course focus on consolidated returns and the regulations affecting merger and acquisition transactions. Using real-world examples, they address the effects of the newly passed 267(f) regulation.
Taxable Acquisitions
Delve into the details of the laws and regulations governing taxable acquisitions as an insightful panel of experts covers important aspects of this expansive topic. Particular focus is on acquisitions under Sections 1060, 338 and 338(h)(10) of the Internal Revenue Code, with attendtion to contingent payments, contingent liabilities, indemnities and economic substance impact on taxable transactions.
October 2010 - 7th Annual Institute on Corporate, Securities, & Related Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the following segments:
Recent Domestic and International M&A Developments
The international panelists for this course take a thorough look at current legal developments in the mergers and acquisitions arena. They discuss the turbulent current M&A marketplace in regards to the present economic environment. Using current case law examples, they give an insightful look into the state of deal negotiations and M&A negotiation trends.
Deal Lawyers’ Guide to Major Issues in Drafting Public Company Acquisition Agreements
A panel of noted mergers and acquisitions attorneys discuss market trends in public company acquisitions, focusing on the types of provisions that are being used to address financing risk, solicitation of bids, material adverse events, and antitrust issues in these deals. The discussion touches on a number of recent deals that dealt with such issues by incorporating provisions including reverse termination fees, financing convenants, specific performance, closing conditions, go-shop provisions, MAE carve-outs, and divestiture commitments, among others.
Ethical Issues Facing Attorneys in Mergers and Acquisitions
Representation of clients involved in merger and acquisition transactions can raise numerous ethical issues for the attorneys involved, none more paramount than loyalty to the client and the attendant commitment to confidentiality. The panelists in this course highlight how these issues have played out in a number of recent cases involving conflicts of interest and attorney-client privilege, discussing the applicable Model Rules of Professional Conduct and federal regulations.
Acquisitions in the Financial Services Sector
After some years of minimal activity, is the environment for mergers and acquisitions in the financial services industry returning to normal? A panel of lawyers who work on such deals discusses the current state of the industry, the potential impact of new regulations, and recent trends, such as bankruptcy as a recapitalization tool and sales under 11 U.S.C. § 363.
SEC Developments Regarding Mergers and Acquisitions
The Dodd-Frank Wall Street Reform and Consumer Protection Act has had a major impact on the financial industry as a whole, but how it pertains to the M&A arena may seem a bit unclear. The panel provides insight on the recent SEC Corporation Finance developments affecting M&A transactions as they relate to the implementation the act. Topics addressed include nonbinding shareholder vote provisions, hostile tender offer issues, proxy access, issues surrounding the use of Twitter for company communications to shareholders, and the proxy plumbing concept release.
Health Care and Mergers and Acquisitions
The enactment of the Patient Protection and Affordable Care Act (PPACA) in March of 2010 brings to light a whole new perspective for looking at the health care industry. In this program, a panel of experts addresses the impact of this law not only on the merger and acquisition activity that is bound to take place, but also the effect it will have on the four P’s of the health care industry: patients, providers, pharma, and payors.
April 2010 - 7th Annual Institute on Tax Aspects of Mergers & Acqusitions (Co-Sponsored with Penn State) is divided in the following segments:
Taxable Acquisitions 2010
Delve into the details of the laws and regulations governing taxable acquisitions and all-cash “D” reorganizations as an insightful panel of experts covers important aspects of this expansive topic. With particular focus on acquisitions under Sections 1060, 338 and
Private Equity, Venture Capital, and Leveraged Buyouts
Following the life cycle of a leveraged buyout, this panel of tax law experts discusses tax issues and tax structuring for each stage in the cycle, including acquisition, cash withdrawal, initial public offering, and restructuring or workout.
Tax-Free Acquisitions: Codification of the Economic Substance Doctrine
The economic substance doctrine is hardly new, but now that it has been codified into law, there are a plethora of questions about how it will affect corporate transactions. With the help of an IRS official, a panel of corporate tax attorneys discuss the specifics of the new statute, its legislative history, and how its implementation may affect tax-free acquisitions, considering several hypotheticals along the way.
Corporate Spin-offs
Using detailed examples, the presenters discuss the tax implications of corporate spin-offs with an attention to high-vote/low-vote recapitalization, pertinent private letter rulings, REITs, active trade or business, and the tools used in establishing capital structures.
Bankruptcy and Insolvency Tax Issues
With the current state of the economy, an increased understanding of tax issues that deal with bankruptcy and insolvency is in the forefront of many attorneys’ practices today. The presenters of this course take an in-depth look at Sections 382 and 108 of the Internal Revenue Code, cancellation of debt, significant modifications, and how to handle net operating losses using real-life examples to illustrate numerous workout situations.
Tax Accounting Issues in Mergers and Acquisitions
Corporate tax lawyers discuss current developments in the area of transaction costs in mergers and acquisitions, focusing on the implications of some recent IRS rulings. Other topics covered include the interaction and tension between 26 U.S.C. § 709 and the regulations dealing with covered transaction costs, integration costs in non-acquisitive transactions, issues regarding built-in losses for companies emerging from bankruptcy, debt modifications, and post-petition interest.
April 2009 - 6th Annual Institute on Tax Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the following segments:
Negotiating and Documenting a Corporate Acquisition from a Tax Perspective
The presenters in this course focus on the practical aspects of corporate acquisitions from a tax perspective. They address the important areas of agreements, representations and warranties, including due diligence, the escape function, indemnification and covenants. The presenters include a specific representation and warranty example.
International Transactions
The tax implications for cross-border transactions can frustrate even the most veteran legal staff at U.S. and Canadian companies. International Transactions attempts to cut through the fog that sometimes clouds mergers, acquisitions and spin-offs that reach across the 49th parallel.
Joint Ventures, Pass-Through Entities and Disregarded Entities in M&A Transactions
This course deals with how to use disregarded entities to effect a liquidation, or to create a reorganization, the stepping stone for many business reorganization transactions. It discusses the use of the entities to get a certain tax result that allows a business to transfer an entity to avoid certain business difficulties. The course goes on to outline mergers with disregarded entities and mergers into partnerships or involving partners in partnerships.
Ethical Issues in Transactional Practice
In this course the panel uses four scenarios to raise various ethical issues that arise in the representation of buyers and/or sellers in purchase and sale transactions and makes recommendations for the proper resolution of these ethical dilemmas.
September 2008 - 5th Annual Institute on Corporate, Securities, & Related Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the following segments:
Recent Legal Developments in Mergers and Acquisitions: An International Perspective
The international members of this course take a thorough look at current legal developments in the mergers and acquisitions arena. They discuss the turbulent current M&A marketplace and the changing face of M&A. They take an in-depth look at deal negotiations and M&A negotiation trends using current corporate examples.
Non-Delaware Corporate Governance Issues in Mergers and Acquisitions
This course considers non-Delaware corporate governance issues in mergers and acquisitions and outlines developments with respect to FINRA, in particular FINRA Rule 2290, which has to do with the requirements imposed on brokers and dealers acting as investment bankers and giving fairness opinions.
The panel also discusses the recent change in investor profiles and how it affects the mergers and acquisitions market and takes a look at what the SEC and others have been doing in corporate governance.
This course also reviews what the SEC has been doing in the area of corporate accounting, in particular the migration from GAAP to IFRS.
Delaware Law Issues in Mergers and Acquisitions and Related Transactions
This course provides an in-depth look at recent Delaware case law developments affecting mergers and acquisitions. It outlines recent cases involving the obligation of directors under Delaware law.
In addition, the course analyzes disclosure issues, focusing on projections and the disclosure of projections. Panelists discuss selective disclosure and the concept of bad faith, and review deal-termination cases. Finally, the panel discusses whether there will be new cases that challenge the action or inaction of directors with respect to recently failed companies.
Ethical Issues Facing Attorneys in Mergers, Acquisitions and Related Transactions
The panelists use hypothetical situations to address a myriad of ethical dilemmas when dealing with merger and acquisition transactions. Topics addressed include success fees versus hourly billing, Rule 1.7 of the ABA Model Rules of Professional Conduct, Part 205 - the Standards of Professional Conduct for Attorneys and the steps a lawyer should take when faced with an ethical dilemma, noisy withdrawal rules, and a look at where state laws intersect with SEC regulations.
April 2008 - 5th Annual Institute on Tax Aspects of Mergers & Acquisitions (Co-Sponsored with Penn State) is divided in the following segments:
Electronic Contracting
The three presenters in this course walk the audience through many different areas of electronic contracting, from the movement of electronic transactions and all that it is necessary to pay attention to, to case studies that involve Dell, AOL, eBay, PayPal and Google, as well as an in-depth look at the online gaming industry and how it has been affected by various electronic transactions. Last is a thorough look at the preservation and retention of electronic records, as well as the effects of the 2006 post-amendment changes to the Federal Rules of Civil Procedure.
Hot Topics in Secured Transactions
Through the use of newsletter stories and personal experiences, the presenter takes an in-depth look at the most pressing topics concerning secured transactions in today’s consumer world. He addresses the Uniform Commercial Code and how it relates to the hanging paragraph, purchase money security interest, negative equity, surrender in full satisfaction, consumer class actions, consumer secured transactions, and consumer deposit accounts as collateral. He also addresses the ever-frustrating question of determining an individual debtor’s name.
Bankruptcy Developments
This course focuses on new developments in bankruptcy, in particular on the subprime mortgage markets. Each segment provides a in-depth look at one of the most rapidly developing law practices of today.
The four-person panel discussion provides expert analysis, case studies and excellent supporting materials on the topics of disclosure and procedural requirements, UCC Article 9, safe harbor provisions, plus claims trading and credit derivatives.
Basic Tax Rules for Mergers and Acquisitions
The presenters in this course focus on the tax rules as they apply to merger and acquisition transactions. They discuss in detail acquisitions, stock versus asset purchases, contingencies, reorganizations, spinoffs, joint ventures, distributions and international transactions.
Taxable Acquisitions 2008
This course reviews taxable acquisitions, covering a wealth of material, with topics ranging from issues on asset and stock deals to 26 U.S.C. §§ 1060 and 338, plus contingent liabilities and contingent consideration. The course outlines reporting requirements and specific acquisition scenarios for nuclear power plants and insolvent companies.
Supplemental materials cover 26 U.S.C. § 388(h)(10) and purchase price allocation rules and provide in-depth references and citations of key acquisition cases.
Private Equity, Venture Capital, and LBOs
This course is divided into 3 main parts: first, a discussion of the life cycle of a leveraged buyout; second, the tax issues that arise, especially now as a result of the credit crunch; and finally, the various possible capital structures associated with such deals and their advantages and disadvantages. The course is concluded with a brief discussion of pending legislation dealing with private equity.
Tax-Free Acquisitions 2008
A panel of tax experts, including a representative from the Internal Revenue Service and one from the Treasury Department, discusses the various tax implications of corporate acquisitions, including the complications when partnerships are involved, and focuses on how these acquisitions can be made tax-free, including:
- Upstream and downstream asset transfers
- “No net value” regulations
-
Loss importation and duplication
There is also an additional discussion of stock loans and how those are treated with regard to taxes.
Corporate Spin-off Tax Law
Sorting out the tax implications related to corporate spin-offs can be a headache. How and when you break off components from a company can determine the liabilities of shareholders and the corporation alike. Corporate Spin-off Tax Law attempts to cut through the endless variables and explain the pertinent sections of the tax code to help lawyers create better splits.
Negotiating a Corporate Acquisition
The presenters in this course focus on the practical aspects of corporate acquisitions from a tax perspective. They address the important areas of agreements, representations and warranties, including due diligence, the escape function, indemnification and covenants. The presenters then discuss specific representation and warranty examples.
International Transactions in M & A
A presentation of the various tax implications of international M & A transactions, including foreign acquisitions of U.S. companies, U.S. purchases and sales of foreign corporations, income tax treaties, and the new U.S.–Canada Protocol.
Joint Ventures and Pass-Through Entities
This course reviews joint ventures as a tool to exit businesses and explores various partnership strategies that may provide a tax deferral. In addition to these leveraged partnership transactions, the panel discusses the application of partnership merger and division rules, as distinguished from the corporate merger and division rules.
Supplemental materials cover transactional planning and examples and partnership tax strategies.
Ethical Issues in Tax Practice
Using a hypothetical case based on a recent actual one, the two instructors introduce and discuss the various ethical aspects of tax-related issues in mergers & acquisitions transactions. They then expand on the specific issues of the case via some probing questions for discussion. Also included in this course is a review of recent new legislation regarding tax preparers.
