This program is eligible for 3 hours of CLE credit in 60-minute states. In 50-minute states, this program is eligible for 3.6 hours of CLE credit. Credit hours are estimated and are subject to each state’s approval and credit rounding rules.
Overview
Unveiling Insights: Hot Topics in Mergers & Acquisitions 2024
Join us for a dynamic exploration of the latest trends and critical considerations shaping the M&A landscape from a multi-faceted perspective. Our comprehensive Continuing Legal Education (CLE) seminar delves deep into the most pressing issues facing practitioners in today's complex environment.
From the lens of lenders to the nuances of tax matters, insuring the deal, corporate transactions, and beyond, this seminar offers invaluable insights into the intricacies of M&A law. Here's a glimpse of what we'll cover:
- Lender's Perspective: Gain a comprehensive understanding of the lender's role in M&A transactions, from due diligence to financing structures and risk mitigation strategies. Explore the evolving landscape of lending practices and regulatory considerations shaping deal dynamics.
- Tax Matters: Navigate the intricate tax implications of M&A transactions with expert guidance on structuring deals to optimize tax efficiency. From corporate reorganizations to tax-efficient exit strategies, unlock strategies for maximizing value while minimizing tax exposure.
- Insuring the Deal: Delve into the realm of transactional risk insurance and its role in mitigating deal-related risks. Learn how insurance solutions can enhance deal certainty, protect against unforeseen liabilities, and facilitate smoother transactions.
- Corporate Transactions: Explore the latest trends and best practices in corporate transactions, from deal structuring to negotiation strategies. Gain practical insights into drafting key transaction documents and navigating complex contractual arrangements.
- The AI Boom: Discover how artificial intelligence is revolutionizing the M&A landscape, from enhancing due diligence processes to predicting deal outcomes. Explore the opportunities and challenges of leveraging AI technology in M&A transactions.
- Recent Delaware Decisions: Stay abreast of the latest developments in Delaware corporate law with a comprehensive analysis of recent judicial decisions impacting M&A transactions. Gain insights into key legal precedents and their implications for deal structuring and litigation risk.
- Anti-Trust Law: Navigate the complexities of anti-trust law in M&A transactions with expert analysis and practical guidance on compliance strategies. Learn how to identify and mitigate anti-trust risks while maximizing deal value.
Whether you're a seasoned legal professional or just entering the field of M&A law, this CLE seminar offers invaluable insights and practical strategies for success in today's dynamic environment. Join us as we unpack the hottest topics shaping the future of mergers and acquisitions.
Recorded in May 2024.
Faculty
Morgan Klinzing Esq.
Ms. Klinzing is a partner in the Tax and Estates Practice Group of Troutman Pepper Hamilton Sanders LLP, resident in the Philadelphia office. Her practice focuses on federal and international income tax, with a focus on the private equity arena and pass-throughs. She represents clients in domestic and cross border M&A, fund formation and structuring, reorganizations and partnership agreements. Ms. Klinzing is vice-chair of the Partnership Committee of the Tax Section of the American Bar Association, an elected member of the Philadelphia Bar Association’s Tax Council, and treasurer of the Philadelphia Tax Conference. She is ranked by Chambers and is a frequent speaker on a variety of transactional tax matters. She received her LL.M., Taxation, from the New York University School of Law, her J.D. from the University of Georgia School of Law, and her B.A., Economics, from Emory University.
Kathleen Shay Esq.
Ms. Shay, a partner at the law firm of Duane Morris, is a corporate and securities lawyer who concentrates her practice in business law and finance, venture capital financings, mergers and acquisitions, securities regulation and strategic alliances. Ms. Shay serves as outside counsel to a number of emerging growth companies in the healthcare and technology fields and also represents venture capital and angel investors. Ms. Shay serves on the Boards of Directors of Life Sciences Pennsylvania (formerly Pennsylvania Biotechnology Association), the University City Science Center and the Penn State Research Foundation. Ms. Shay previously served on the Boards of Directors for the Philadelphia Alliance for Capital and Technologies (PACT), the Philadelphia Chapter of the Association for Corporate Growth (ACG) and the Alliance of Women Entrepreneurs (AWE). Ms. Shay also serves on the Board of Consultors of Villanova University School of Law and is a Trustee Emeritus of the Academy of Notre Dame de Namur. She is a former member of the Business Law Council of the Pennsylvania Bar Association and is the former chair of the Executive Committee of Business Law Section of the Philadelphia Bar Association. Ms. Shay is a frequent lecturer on entrepreneurial topics for start-up and emerging growth companies. Ms. Shay received her B.A. from Villanova University and her J.D. from Villanova University School of Law, where she served as Editor-in-Chief of The Villanova Law Review. Ms. Shay is admitted to practice before the Supreme Court of Pennsylvania, the U.S. Court of Appeals for the Third Circuit and the U.S. District Court for the Eastern District of Pennsylvania. She is listed in Best Lawyers in America (2006-present), has been named a Pennsylvania Super Lawyer every year since 2011 and has received Martindale-Hubbell’s AV Preeminent peer review rating.
Steven Scolari Esq.
Mr. Scolari is a partner at the Philadelphia headquartered firm of Stradley, Ronon, Stevens & Young, LLP and is resident in its Malvern office, where he co-chairs his firm’s Closely Held & Family-Owned Businesses practice group. He provides practical and strategic legal advice to executives and owners of both private and public businesses in connection with a variety of transactional matters, including numerous merger and acquisition engagements. Mr. Scolari’s business succession planning engagements encompass corporate, tax, estate planning and family issues, including complex intergenerational shareholder and voting trust agreements and numerous liquidity transactions. He earned his B.A. from Drew University and his J.D. from the Duke University School of Law.
Barbara Sicalides Esq.
Ms. Sicalides is a
Partner in the Philadelphia office of Troutman Pepper where her practice
covers the full range of antitrust and competition matters. She routinely
handles antitrust litigation, conduct and merger investigations, and
counseling as well as distribution disputes and arrangements, for domestic
and international companies. Her antitrust litigation experience has
included a wide range of antitrust claims, including class action and
individual plaintiff actions and those challenging agreements among
competitors such as price fixing, customer allocation, output restraints, and
other similar horizontal agreements, as well as monopolization and claims
challenging exclusionary conduct or agreements. She has also
defended clients facing price discrimination, overlapping director, and
numerous state statutory and common law unfair competition
claims.
Rebecca Guzman Esq.
Ms. Guzman is a Special Counsel at Duane Morris where she focuses her practice on the representation of start-up and emerging growth companies with a focus on life science companies in the biotechnology, pharmaceutical, medical device, diagnostics and healthcare IT industries. Her practice spans the entire corporate lifecycle, from formation through liquidity. In addition to her company client counsel, Ms. Guzman represents a number of prominent venture capital funds and institutional investors in their financing activities. Ms. Guzman is broadly experienced in M&A and currently serves as a vice chair of the M&A Division of at Duane Morris. She also has extensive experience and regularly advises in all areas of Delaware corporate and alternative entity law. Ms. Guzman is a graduate of the University of California, Berkeley, School of Law, where she won the Prosser Prize in Negotiations, and a graduate, with highest honors, of Lehigh University, where she was elected to Phi Beta Kappa. Before law school, Ms. Guzman was a Fulbright Scholar in Jakarta, Indonesia. She currently lives in Radnor, PA with her husband Adam and their two sons, Jack and Miles.
Frederic M. Wilf, Esq.
Mr. Wilf practices technology and intellectual property as the managing partner of Wilftek LLC. The majority of his work has been in information technology, including artificial intelligence, software, hardware, cloud computing, ecommerce, mobile and blockchain technologies, as well as data privacy and other compliance work.
He also works in the chemicals, electronics, and pharmaceuticals industries. He works with clients of all sizes (one-person startups to Fortune 500 to Global 10,000) to develop strategies for the protection of their intellectual property, including patents (not a patent agent), trademarks, copyrights, trade secrets, industrial designs and mask works (semiconductor designs). He also works with charities and other non-profit entities. Mr. Wilf has taught copyright law and cyberlaw as an adjunct professor at Rutgers Law School, and was formerly the editor of a four-volume treatise, “Computer Software: Protection / Liability / Law / Forms” (Thomson Reuters). He plans and speaks at continuing legal education seminars on technology and intellectual property; including several CLE seminars going back to the 1990s. He may be reached at [email protected], and his firm may be found online at www.wilftek.com.
Timothy A. Hoy, Esq.
Mr. Hoy is an attorney and shareholder with Mette Evans & Woodside in Harrisburg and has taught Payment Systems as an adjunct professor at Widener University School of Law and at The Pennsylvania State University Dickinson School of Law. He practices in the areas of business organization and banking. As a member of the Title 15 drafting committee, he is actively involved in the Business Law Section of the PA Bar Association. Prior to his current position, Mr. Hoy spent five years as in-house counsel with Keystone Financial, Inc. where he was responsible for litigation and banking and regulatory work. He is also a former clerk for United States District Court Judge Sylvia H. Rambo.

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