This program is eligible for 1 hour of CLE credit in 60-minute states. In 50-minute states, this program is eligible for 1.2 hours of CLE credit. Credit hours are estimated and are subject to each state’s approval and credit rounding rules.
Overview
Whether on the buy-side or sell-side, risk allocation is the driver for negotiating the provisions of merger and acquisition agreements. This program will provide buy-side and sell-side perspectives, practical advice and ABA deal point insights on indemnity, baskets and caps, survival periods, knowledge and materiality qualifiers, materiality scrapes, sandbagging, holdbacks, escrows, earn-outs, roll-over equity and working capital adjustments.
Recorded in October 2024.
Faculty
Paul T. Rushton, Esq.
Paul T. Rushton, Esq. is a partner with the law firm of Rosenn, Jenkins & Greenwald, LLP and is the Chair of its Business & Finance Department. Paul practices exclusively in the areas of corporate law and mergers and acquisitions and frequently advises clients on governance issues and preparing for the sale of their business. Paul is a member of the Title 15/Business Associations Committee of the Section on Business Law of the Pennsylvania Bar Association, the Section’s Council and the Section’s Closely Held Business Committee. Paul is the current Vice Chair of the Business Law Section and Chair of the Section’s Closely Held Business Committee. He regularly presents seminars and prepares articles about corporate issues affecting closely held businesses.
Stephen M. Leitzell, Esq.
Stephen M. Leitzell, Partner in Corporate Practice, Dechert Philadelphia Office (Webinar, Brexit 101: What U.S.-based Lawyers Need to Know, July 2016) Mr. Leitzell advises clients on domestic and cross-border mergers and acquisitions, securities offerings, financings and public company reporting and governance issues. He also has experience across a wide range of industries, most significantly in the health care and technology sectors.
Michael D. Ecker, Esq.
Mr. Ecker is a Member of the Business Division of the Philadelphia office of Eckert Seamans Cherin & Mellott, LLC. He negotiates and documents business relationships, including emerging growth & technology, financial institutions and health law. Mr. Ecker represents entrepreneurs, publicly and privately held emerging businesses, corporations, partnerships and joint ventures in diverse industries in a variety of corporate and transactional matters, including mergers and acquisitions, public and private finance and corporate governance. His transactional healthcare and e-Commerce practice includes negotiation and preparation of software licenses, as well as joint venture, employment/severance and equity ownership agreements. A frequent lecturer, Mr. Ecker speaks to professional organizations on subjects including legal and corporate developments in healthcare law, e-commerce, mergers and acquisitions and corporate governance. He is a member of the Philadelphia (Business Law Section), Pennsylvania (Business Law Section) and American (Business and Health Law Section) Bar Associations. He is a member of the Pennsylvania Bar Association Committee on Legal Ethics and Professional Responsibility. Mr. Ecker is admitted to practice in Pennsylvania and before the U.S. District Court for the Eastern and Western Districts of Pennsylvania. A 1980 graduate of Northwestern University (B.A., economics), he received a JD/MBA from Emory University in 1984 and holds an AV ® rating from Martindale-Hubbell. Mr. Ecker can be reached at mecker@eckertseamans.com.
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