Business & Securities Law

Strategic M&A and Divestiture Structuring Techniques

Credits Available
Credit Status Total
Alaska CLE Approved 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
OnDemand
5 hours 54 minutes
Christopher Bonner
Arthur Nathan
David Bastiaans
James Asmussen
Kyle Lawrence
William McComas
With Christopher J. Bonner from Barclay Damon, LLP + 5 others
Recorded March 05, 2025
Product ID 99989

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Overview

Tracing and Building the Complex Relationships Between Businesses

Advising business clients on the legal implications of complex deal structures requires a wealth of specialized knowledge. This legal course reviews the many varied M&A options through the analogy of interpersonal relationships. Discuss the short- and long-term benefits and challenges of phased acquisitions, leveraged buyouts, divestitures, special purpose vehicles, and other structures. Take a deeper dive into the world of business deal-making - register today!

  • Explore the structures of famously complex mergers and acquisitions.
  • Analyze the potential uses of divestiture and how it can be leveraged in combination with SPVs.
  • Discuss when spinning a portion of a company into its own business is beneficial.
  • Compare an outright sale with a phased acquisition and determine when the gradual approach makes more sense.
  • Use sale leasebacks safely for a quick influx of cash - manage their inherent legal risks with iron-clad contract language.
  • Leverage Morris Trust transactions for tax-efficient re-structuring.

This program was designed in conjunction with NBI's esteemed 2024-2025 Content Advisory Committee Member Julie Globus.

Abbreviated Agenda

  1. M&A Transactions - What Is the Marriage: The Acquisition or the Merger?
  2. The Phased Acquisition - Does a Long Engagement Make Sense?
  3. The Leveraged BuyOut (LBO) - Paying the Dowry
  4. The Marriage Contract - How Are M&A Transactions Structured?
  5. The Special Relationships - CPEs, SPVs, and SPACs
  6. Is This Divorce? Why a Company Might Want to Divest
  7. The Use of SPVs in the Divestiture
  8. Parents and Their Offspring - The Spin-Offs/Spin-Outs and Starbursts Explained
  9. Reorganizing the Family Unit - What Is a Split-Off, and Why Is It Used?
  10. The Tax Implications of the Marriage, the Reorganization, and the Split
  11. Recent Trends in M&A: Effects of Tech on Dealmaking, Cross-border Transactions, New Reporting Requirements, and More
Product ID 99989

Credit Details

Credits Available
Credit Status Total
Alaska CLE Approved 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Select Jurisdiction
CLE

Agenda

All times are shown in
  1. M&A Transactions - What Is the Marriage: The Acquisition or the Merger?

  2. The Phased Acquisition - Does a Long Engagement Make Sense?

  3. The Leveraged BuyOut (LBO) - Paying the Dowry

  4. The Marriage Contract - How Are M&A Transactions Structured?

  5. The Special Relationships - CPEs, SPVs, and SPACs

  6. Is This Divorce? Why a Company Might Want to Divest

  7. The Use of SPVs in the Divestiture

  8. Parents and Their Offspring - The Spin-Offs/Spin-Outs and Starbursts Explained

  9. Reorganizing the Family Unit - What Is a Split-Off, and Why Is It Used?

  10. The Tax Implications of the Marriage, the Reorganization, and the Split

  11. Recent Trends in M&A: Effects of Tech on Dealmaking, Cross-border Transactions, New Reporting Requirements, and More

Who Should Attend

This legal course is designed for attorneys. Directors, chief officers, and experienced paralegals will also benefit.

Speakers

Christopher J Bonner
Christopher J.
Bonner
Barclay Damon, LLP
Arthur M Nathan
Arthur M.
Nathan
Dykema Gossett PLLC
David Bastiaans
David
Bastiaans
Wolcott Rivers Gates
James R Asmussen
James R.
Asmussen
Polsinelli
Kyle M Lawrence
Kyle M.
Lawrence
Falcon Rappaport & Berkman LLP
William A McComas
William A.
McComas
Bowie & Jensen, LLC
Speaker bio
Christopher J Bonner

Christopher J. Bonner

Barclay Damon, LLP
Christopher Bonner

is special counsel with Barclay Damon, LLP, where he practices in the areas of corporate law, corporate and municipal securities, and banking regulation. His clients include large and small businesses, banks, startup enterprises, buyers and sellers of businesses, and securities investors. Mr. Bonner organizes corporations, LLCs and other alternative entities, and represents them on a continuing basis with various kinds of business contracts. He represents buyers and sellers of businesses, from the initial planning stage through to the final closing. Mr. Bonner is a member of the New York State Bar Association (Business Law and Tax Law sections) and American Bar Association (Business Law and Taxation sections). He earned his B.A. degree from Williams College, his J.D. degree from Harvard Law School and his LL.M. degree in taxation from New York University.

Speaker bio
Arthur M Nathan

Arthur M. Nathan

Dykema Gossett PLLC
Arthur Nathan

is a director in the law firm of Kane Russell Coleman & Logan PC in Houston, where he practices in the areas of mergers and acquisitions and business taxation. With almost 43 years of experience, a significant part of his practice involves the representation of clients who are buying or selling businesses. Mr. Nathan earned his B.A. degree, with high honors, and his J.D. degree, with honors, from the University of Texas. He was an adjunct professor of law at the University of Houston Law Center where he taught advanced corporate taxation and business planning. Mr. Nathan is a member of the State Bar of Texas (member, State Bar Commission on Legal Specialization for Tax Law) and the American Bar Association (member, Taxation Section Committee on Negotiated Acquisitions). He is board-certified in tax law by the Texas Board of Legal Specialization.

Speaker bio
David Bastiaans

David Bastiaans

Wolcott Rivers Gates
David Bastiaans

is a shareholder in the Virginia Beach law firm of Wolcott Rivers Gates, where he practices in the areas of corporate transactions, business formations, real estate, estate planning, and estate/trust administration. In addition to his law license, Mr. Bastiaans is a certified public accountant licensed in Virginia. He is a member of the Virginia State Bar and the Virginia Bar Association. Mr. Bastiaans is admitted to practice law in Virginia and Massachusetts. He earned both his B.S.B.A. and J.D. degrees from the Western New England University, Springfield, Massachusetts; and his LL.M. degree from The University of Alabama School of Law, Tuscaloosa, Alabama.

Speaker bio
James R Asmussen

James R. Asmussen

Polsinelli
James Asmussen

is a shareholder with the law firm of Polsinelli in Chicago, where he practices in business, securities law, and mergers and acquisitions. He is admitted to practice in Illinois. Mr. Asmussen is a member of the Chicago Bar Association and the Illinois State Bar Association. He earned his B.S.A. degree, magna cum laude, from Villanova University and his J.D. degree, magna cum laude, from the University of Illinois College of Law.

Speaker bio
Kyle M Lawrence

Kyle M. Lawrence

Falcon Rappaport & Berkman LLP
Kyle Lawrence

is a partner with Falcon Rappaport & Berkman LLP's corporate and securities practice group, and with the digital assets practice group. His practice is focused on corporate and private securities matters, serving clients as lead counsel on all types of corporate transactions including private placements, mergers, acquisitions, joint ventures, corporate finance, planning and strategies, licensing, manufacturing, supply, and distribution arrangements. Mr. Lawrence provides dedicated hands-on personal support to clients from negotiation to closing and beyond. In mergers and acquisitions transactions, he has regularly represented both buyers and sellers of businesses. Over the past 15 years, he has successfully closed numerous deals with business owners selling their businesses to strategic buyers, private equity funds, and private equity-backed strategic buyers both domestically and internationally. With respect to securities offering and financing transactions, Mr. Lawrence has significant experience representing both issuers and founders on the one hand, and investors on the other hand, giving him years of experience related to private securities offerings, venture capital, and similar startup financings, and FINRA and SEC regulatory issues. As part of the firm's digital assets practice group, his practice has expanded to include advising companies on blockchain, cryptocurrency, Web3, and NFT matters, with a focus on how the corporate and securities matters affect these types of projects. He earned his Bachelor of Arts degree, political science and English from Tulane University and his J.D. degree from Hofstra University. Mr. Lawrence is admitted to practice in New York.

Speaker bio
William A McComas

William A. McComas

Bowie & Jensen, LLC
William McComas

is a partner at the Maryland law firm of Bowie & Jensen, LLC. He concentrates on assisting entrepreneurs, investors and companies of all sizes in acquiring, financing, commercializing and protection emerging technology. Mr. McComas represents companies on complex business transactions, including mergers, acquisition, strategic alliances, financings, venture-capital investments, management and disposition of emerging technology, and general corporate matters. He earned his B.A. degree from Brown University and his J.D. degree, cum laude, from the University of Baltimore School of Law. Mr. McComas is a speaker and panelist at many forums for business, technology and industry professionals and has written and testified extensively on policies and business involving the convergence of technology, business and law. He is a frequent business and technology law columnist for publications such as the Legal Times, National Law Journal, Baltimore Business Journal, The Daily Record and Washington Business Journal, among others.

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