Celesq® Attorneys Ed Center
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Programs in Mergers & Acquisitions

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Everything You Wanted to Know About SPACs But Were Afraid to Ask (03/12/2021)

Program Number: 3164 Presenter: Eden P. Quainton, Esq.

The course will explain what SPACs (special purpose acquisition companies) are, when then emerged historically, how they are structured, how they are being used, how they work, why they are so popular, how they are regulated, what issues frequently arise and what risks they pose. The course will focus in on a few recent SPAC transactions to explain how the target is selected, how the merger with the SPAC occurs mechanically, what documents are negotiated and what documents are filed with the SEC. The course will also discuss some of the recurrent issues that frequently arise, including fair market value of a private target, valuation and status of options and deferred compensation, preparation of audited financials, the use of a simultaneous PIPE (private investment in public equity) transaction, the “promote,” registration rights, earn-outs, lock-ups, management, disclosure and insider self-dealing.

$95.00Audio Tape Add to Cart

Ordinary Course in Extraordinary Times: Lessons from The Recent Delaware Decision of AB Stable v. MAPS by the Litigators That Tried the Case (03/01/2021)

Program Number: 3143 Presenter: Rollo C. Baker IV, Esq., Jonathan E. Feder, Esq., Christopher D. Kercher, Esq.

In the first terminated transaction to go to trial during the pandemic--AB Stable v. MAPS--the Delaware Court of Chancery decided important questions around contractual obligations in light of the crisis. Although the decision is limited to the facts of that case, it contains important lessons for M&A practitioners considering deals in light of the pandemic and negotiating future transactions. In this program, a team of the litigators that represented the buyer in AB Stable v. MAPS explain important takeaways from the decision.

$95.00Audio Tape Add to Cart

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