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Thursday, October 22nd
Time: 3:00-4:30
Location: 12565 Research Parkway, Suite 360, UCF HR Training
Room 123, Orlando, FL., 32826
Fee: $20 (Free to Incubator Clients)
Please RSVP to Renee Ayala at 407-882-0202 or via email rayala@mail.ucf.edu
A merger or acquisition involves complex and unique legal,
tax and financial accounting considerations. Many of these considerations
should be carefully thought out before beginning negotiations
for any acquisition; many others will arise as a company goes
through the acquisition process. Whether on the buy-side or the
sell-side, it is critical that a company has an understanding
of the acquisition process and the issues that can arise, as
this understanding can help a company avoid mistakes and unintended
consequences that affect whether a transaction closes or that
have ramifications long after the transaction closes.
There will be legal matters to be addressed related to structuring
the transaction and the transaction documents, establishing the
terms of the transaction, negotiating arrangements ancillary
to the transaction such as employment, licensing and other ongoing
relationships, conducting the due diligence, and negotiating
post closing obligations such as indemnification, confidentiality,
non-compete and non-solicitation obligations. There are also
important decisions to be made when determining how to structure
a merger, acquisition or sale of a company for tax purposes to
ensure future tax consequences are the most beneficial to the
Company. For financial accounting purposes, determining the fair
value of the assets and liabilities of a business acquired including
how and when to use a valuation specialist is critical, as well
as understanding how to allocate the purchase price to intangible
assets acquired and determining the useful lives of those intangibles.
All of these areas and more will be discussed at the presentation
on October 22nd.
Bios
Michael Heald is an audit senior manager for Cross,
Fernandez & Riley,LLP.
He works with small public companies and private companies from
various industries including manufacturers, distributors, software
developers and internet serviceproviders. He has been involved
with numerous mergers and acquisitions and understands the unique
accounting and financial considerations related to such transactions.
Jeff Decker is a partner at the national law firm of Baker
Hostetler and the chair of the firm's Business Group in the Orlando
office. Jeff's practice focuses primarily on merger and acquisition,
joint venture, strategic alliance and divestiture transactions,
securities offering, Securities Exchange Act reporting and other
corporate finance matters, proxy solicitations, corporate governance,
corporate recapitalizations, restructurings and reorganizations
and general transactional and legal matters for a wide variety
of public and private companies |
