Mergers are back — and so are the complex public record filings that are an integral part of them. Whether you're involved in a classic "takeover" merger, or the more common cross-entity or parent-subsidiary mergers, you'll need to know how to manage these massive public record filings. Mergers involving different entity types and multiple states are even more complex.
This seminar will review merger types and their evolution from the merger-mania of the 1980's through today to give the "big picture" perspective. It will cover practical tips for pre-transaction planning and avoiding rejected merger and post-merger filings. In addition, other merger related transaction types will be reviewed, such as consolidations, conversions and share exchanges to determine how they may be of benefit to your merger transaction.
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This seminar covers the importance of UCC filings in relation to an overall business transaction, and discusses methods for ensuring the information on the filing(s) complies with the statutes. The searching of public records for due diligence will be covered at length, including proper procedures to locate and uncover UCC liens and certain real estate documents, federal tax liens, state tax liens, and judgment liens. Participants will learn how to search the indices that contain such liens, and to create a strategy for ensuring that their due diligence is complete. Finally, the seminar will discuss the end of the Revised Article 9 transition period, and some of the important variations amongst the states regarding the transition, including re-filing periods, special types of filings, and the proper method for handling some of the more complicated issues.
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This seminar opens with a review of why Delaware is the nation's leading formation state. It then examines the formation and post-formation provisions of Delaware's Corporation, LLC, LP, LLP and Business Trust Acts, with an emphasis on the corporation and LLC laws. It also discusses filing procedures and annual franchise taxes.
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This course compares the characteristics of corporations and limited liability companies - as well as indicating the advantages and disadvantages of each. It also compares and contrasts the two entity types in such areas as Formation, Management, Owners' Rights, Duties and Liabilities, Operational Issues, Doing Business in Foreign States, Use by Professionals, and Taxation. In addition, it examines the statutory provisions governing these entities - with particular attention being given to the provisions governing the transactions that these entities may enter into from formation to dissolution.
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During this free seminar you will learn how to use technology throughout the entire deposition life cycle, from creating exhibits to conducting the deposition and ultimately preparing for trial process. You will see how technology, used correctly, creates a more efficient, and at the same time, a more detailed deposition process.
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