Negotiating the Acquisition or Sale of a Business Using a Stock Purchase Agreement (SPA)

MCLE Credits: 3.0
Ethics Credits Included: 0.0

Wednesday, November 11, 11:00 a.m. - 2:15 p.m. ET
  • Live Webcast
  • Live Telephone
Learn more about Virginia CLE webcast format
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Wednesday, December 9, 11:00 a.m. - 2:15 p.m. ET
  • Webcast with Live Q&A
  • Telephone with Live Q&A
MCLE Credit: 3.0 (Ethics: 0.0)
Live-Interactive Credit: 3.0 (all dates, all formats) Live Interactive MCLE Credit Symbol
Registration Fee: $199

Information

Why Attend?

Do you have clients looking to buy or sell a business?

  • Learn the basics and more of acquiring or selling a business using an SPA
  • Get an overview of and rationale for the architecture of an SPA, including major tax aspects
  • Review a typical timeline of a stock purchase, from initial discussions of the deal through a simulated negotiation between counsel for buyer and seller
  • Learn the role that an investment banker may play in larger transactions

This lively, 3-hour course will cover the mechanics and strategies of negotiating the purchase and sale of a business by means of a Stock Purchase Agreement (SPA), and will include a discussion of some of the major tax aspects. The program will begin with the background facts of a hypothetical transaction, with discussion about the buyer’s and seller’s differing objectives and their strategies for achieving them. The remainder of the program will consist of a simulated negotiation between counsel for buyer and seller. The program will also demonstrate the important role an investment banker can have in connection with this type of transaction.

Topics to be covered include:

  • Transaction Timeline
  • Engaging an Investment Banker or Business Broker
  • Structuring Considerations
  • Letter of Intent
  • Representations and Warranties
  • Purchase Price Adjustments
  • Earnouts/Contingent Consideration
  • Deferred Consideration
  • Post-closing Covenants
  • Conditions to Closing
  • Indemnification
  • Representation and Warranty Insurance
 

Discounts available for Virginia CLE webcast-telephone-live seminars Follow link to learn about the Virginia CLE Online Bundle with savings up to 45% Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about discount for New Virginia Lawyers (first 3 years) Follow link to learn about Government Employee discount Follow link to learn about Legal Aid discount

Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about Government Employee discount Follow link to learn about Legal Aid discount

Registration Deadlines:
Webcast: 10 minutes prior to seminar. If you register for a webcast the day of the seminar, your e-mail receipt will include a link to launch the seminar and download the materials.
Telephone: Online registration ends at 11:59 p.m. the day preceding the seminar
Call (800) 979-8253 to register up to one hour prior to the seminar

Cancellation Policy: Cancellation/transfer requests will be honored until 5:00 p.m. the day preceding the seminar. You will, however, be charged $40 if you cancel or transfer your registration to a different seminar after the link to the materials has been e-mailed by Virginia CLE.

Full refunds or transfers are available up to two days after a webcast in the unlikely event that you experience technical difficulties.

MCLE Credit Caveat: The MCLE Board measures credits by the time you spend in attendance. If you enter a seminar late or leave it early, or both, you must reflect those adjustments accurately in the credits you report on your credit reporting form. A code will be given at the end of the seminar, which must be written on your MCLE form.


Can't Attend?
E-mail distance_ed@vacle.org to be notified when/if this program is made available as an online or USB seminar.
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Schedule

COURSE SCHEDULE (November 11) (Eastern Time)

11:00 Negotiating the Acquisition or Sale of a Business Using a Stock Purchase Agreement (SPA)
2:15 Adjourn
  • Q&A will be handled via chat room for Webcast attendees.
  • Q&A will be handled via e-mail for telephone seminar attendees.

COURSE SCHEDULE (December 9) (Eastern Time)

11:00 Negotiating the Acquisition or Sale of a Business Using a Stock Purchase Agreement (SPA)
2:15 Adjourn
  • Q&A will be handled via chat room for Webcast attendees.
  • Q&A will be handled via e-mail for telephone seminar attendees.

Faculty

FACULTY

Joel M. Birken, ReesBroome, PC / Tysons
David J.  Charles, ReesBroome, PC / Tysons
Matt Whitaker, Quantive Advisors / Tysons

ABOUT THE SPEAKERS

Joel M. Birken, ReesBroome, PC / Tysons

Joel Birken is a founding shareholder in the Tysons law firm of Rees Broome, PC, where he specializes in merger and acquisition transactions, corporate and general business, employment, and technology law. He earned his bachelor’s and law degrees from The George Washington University. Mr. Birken is a member of the American Bar Association and the Fairfax Bar Association, a member of the Virginia State Bar and a former chair of its Standing Committee on Lawyer Discipline, and a fellow of the Virginia Law Foundation.

David J. Charles, ReesBroome, PC / Tysons

David Charles counsels clients on corporate, securities, finance, and transactional matters, including mergers and acquisitions for public and private companies operating in a variety of industries, such as energy, defense, health care, e-commerce, information-technology products and services, financial services, and consulting services. He counsels clients of public and private entities involving complex business issues, including the alignment of corporate strategy to accomplish corporate goals. He has substantial experience with structuring complex transactions, negotiating financial and legal deal terms, and drafting definitive documentation. He has advised clients on more than 100 M&A transactions.

Prior to joining Rees Broome, as a shareholder, Mr. Charles was a partner with the international law firm Pillsbury Winthrop Shaw Pittman and General Counsel and Vice President of Business Development for think XML, Inc. In that capacity, he provided general legal and business advice to a 50-person, private software company.

Matt Whitaker, Quantive Advisors / Tysons

Matt Whitaker is a Managing Director of M&A at Quantive Advisors  (www.goquantive.com). Quantive provides Valuation services, M&A Advisory services, and Exit Planning, or “Value Engineering” services for companies in the lower middle market.   His practice is concentrated in the government contracting sector, with a focus on technology companies. 

Mr. Whitaker has worked on transactions in multiple industries including Civil Engineering, Management Consulting, Health Care, EdTech, and Sports Tech. He is the owner of Intelligent Office of Alexandria, an executive office suite that provides administrative and telephone receptionist services to small businesses and solo practitioners.  Previously, he was the COO of iFinance, Business Manager at Capital One, a Manager at AT Kearney Management Consultants and a production manager at a Procter and Gamble manufacturing facility. 

Mr. Whitaker started his career by serving four years as an officer in the U.S. Navy, primarily as Gunnery Officer on USS Comte de Grasse (DD 974). He graduated from the University of Pennsylvania with a BSE in Mechanical Engineering and from the University of Chicago’s Booth School of Business with an MBA with High Honors.

Locations, Dates and Fees

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