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- PAGE 3 - Mergers & Acquisitions: Practical and Legal Aspects Hunan University, May 2015 ? 2015 Edwin Miller and Michael Connolly {B0547019; 1} MERGERS & ACQUISITIONS: LEGAL AND PRACTICAL ASPECTS Prof. Michael Connolly Edwin L. Miller Jr. HUNAN UNIVERSITY May 18 - 29, 2015 INTRODUCTION Acquisition terminology Strategic and Financial Reasons for Acquisitions II. THE ACQUISITION PROCESS 1. Steps in the Process. 2. The Role of the Investment Banker 3. Preliminary documentation Confidentiality agreements Letters of Intent Stay Bonuses or Sticking Bonuses Employment Agreements 4. The legal and business due diligence process III. STRUCTURING CONSIDERATIONS 1. Legal Background of Acquisitions in the United States Applicable U.S. Laws Structure of U.S. Business Corporations 2. Basic Acquisition Structures – Stock Purchase, Asset Purchase, Merger 3. Relevant Facts for Structuring Purposes 4. Creditors Rights Issues 5. U.S. Securities Laws Basics IV. Forms of Consideration—complex capital structures Complex Capital Structures Preferred Stock Earnouts Other Agreements Equity Compensation V. THE DEFINITIVE ACQUISITION AGREEMENT – Points of Contention Mechanics Basic economics/deal terms Subtleties of the purchase price negotiations Purchase Price AdjustmentsSpecial Issues in Asset Purchases Representations and Warranties Covenants Employee Benefits Conditions to Closing Termination Indemnification The Seller’s Perspective on Indemnification VI . Role of the Board of Directors and Stockholders VII. Special Considerations in Acquisitions of Public Companies VIII. A BRIEF WORD ON LEVERAGED BUYOUTS (LBOs) SAMPLE DOCUMENTS/CONTACT INFORMATION Sample documents, listed below, can be found at: User/Account Name: hunanuniversityseminar@ Password: connollymiller Prof. Connolly and Mr. Miller can be reached at the following email addresses: Professor Connolly: [MC] Mr. Miller: HYPERLINK "mailto:edwinlmiller@" edwinlmiller@ If you would like to send an