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Table of Contents
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List of Forms by Chapter - Chapter 1 — Preliminary Considerations
-
I. Introduction - II. Preliminary Business, Financial, and Legal Considerations
- Purposes of the Parties
- [1.3] In General
- [1.4] Purposes of a Buyer
- [1.5] Purposes of a Seller
- [1.6] Investigation of the Seller’s Business
- Financial Statement Review
- [1.7] In General
- Specific Areas of Inquiry
- [1.8] Accounting Methods
- [1.9] Off-Balance-Sheet Items
- [1.10] Availability of and Need for Audited Financial Statements
- [1.11] Federal Income Tax Returns
- [1.12] State Income Tax Returns
- [1.13] Review of Material Contracts
- [1.14] Real Estate
- [1.15] Liens and Judgments
- [1.16] Instruments of Title
- [1.17] Intellectual Property
- [1.18] Governmental Permits or Licenses
- [1.19] Employee Benefit Plans
- [1.20] Unemployment Compensation
- [1.21] Prepaid Items
- [1.22] Accrued Vacations
- [1.23] If Shares Are To Be Acquired
- [1.24] Antitrust Law Issues
- [1.25] Funding Sources for the Purchaser
- III. Valuation, Method of Payment, and Security Issues
- IV. Corporate and Tax Law Considerations
- Basic Legal Forms of Corporate Acquisitions — Summary
- [1.30] Merger
- [1.31] Share Exchange
- [1.32] Consolidation
- [1.33] Sale of Assets
- [1.34] Sale of Shares
- Criteria for Choosing the Form of Transaction — Introduction and Tax Considerations
- [1.35] In General
- [1.36] Federal Income Tax Considerations — Reorganizations and Taxable Acquisitions
- [1.37] Section 368(a)(1)(A) — Statutory Mergers and Consolidations
- [1.38] Section 368(a)(1)(C) — Asset Acquisitions
- [1.39] Section 368(a)(1)(B) — Share Acquisitions
- [1.40] Triangular Reorganizations
- [1.41] Corporate Formation as an Alternative to Tax-Free Reorganization
- [1.42] Purchase Price Allocations in Taxable Asset and Share Acquisitions
- Nontax Structural Considerations
- [1.43] In General
- Assumption of Debts and Liabilities of the Selling Corporation
- [1.44] Merger and consolidation
- [1.45] Share exchange and sale of shares
- [1.46] Sale of assets — purchaser’s liability
- [1.47] Sale of assets — liability of the seller’s directors and shareholders
- Limitations on the Transfer of Contracts and Assets
- [1.48] Contractual restrictions on transfer
- [1.49] Excess assets
- [1.50] Convenience
- Federal Labor Laws
- [1.51] Selling corporation’s obligations
- [1.52] Acquiring corporation’s obligations
- Comparative Features of Mergers, Consolidations, Share Exchanges, Sales of Assets, and Sales of Shares
- [1.53] Statutory Authorization
- Corporate Procedures: Shareholder Approval
- [1.54] Mergers, Consolidations, and Share Exchanges
- [1.55] Sales of Assets
- [1.56] Sales of Shares
- [1.57] Significant Differences
- [1.58] Binding Dissenting Shareholders
- Appraisal Rights
- [1.59] Mergers, Consolidations, and Share Exchanges
- [1.60] Sales of Assets
- [1.61] Sales of Shares
- [1.62] Appraisal Desirable in Some Circumstances
- “Upside-Down” Transactions and the De Facto Merger Doctrine
- [1.63] Reversing the Roles of Seller and Buyer
- [1.64] Judicial Reactions
- [1.65] Limits of the De Facto Merger Doctrine
- V. Bulk Sales Acts Compliance
- VI. Post-Closing Issues
- Suits by Minority Shareholders
- [1.69] In General
- [1.70] Adequacy of Consideration
- [1.71] Common Directors or Shareholders
- Special Inducements to Seller’s Directors or Controlling Shareholders
- [1.72] Employment or Noncompetition Agreements
- [1.73] Bonus Payments
- Misrepresentation and Nondisclosure by Insiders
- [1.74] Concerning Bonus Payments
- [1.75] Concerning Existence of Opportunity To Sell the Business
- [1.76] Sale of Control
- Miscellaneous Taxes
- [1.77] State Stamp and Transfer Taxes
- [1.78] State Franchise Taxes and License Fees
- [1.79] State Sales Taxes
- [1.80] State Income Taxes
- Chapter 2 — Letters of Intent
- I. [2.1] Introduction
- II. [2.2] Purpose
- III. [2.9] Form and Elements
- IV. [2.10] Practical Considerations
- V. [2.11] Enforceability Issues
- VI. Drafting the Letter of Intent
- VII. [2.16] Appendix — Sample Letters of Intent
- [2.17] Sample Letter of Intent — Asset Purchase (Public Company Buying Assets of Target Corporation)
- [2.18] Sample Letter of Intent — Asset Purchase (Private Group or Business Buying Assets of Target Corporation)
- [2.19] Sample Letter of Intent — Stock Purchase (Private Group or Company Buying Stock of Target Corporation)
- Chapter 3 — M & A Tax Basics
- I. Introduction
- II. Comparison of Taxable and Nontaxable Transactions
- III. Taxable Transactions
- Considerations in Choosing an Asset or Stock Transaction
- [3.5] Nontax Considerations
- [3.6] Tax Considerations
- [3.7] Taxable Sale of Assets
- [3.8] Taxable Merger
- [3.9] Tax Consequences to the Selling Corporation and Its Shareholders
- [3.10] Tax Consequences to the Purchaser
- [3.11] Allocation of the Purchase Price
- [3.12] Taxable Sale of Stock
- [3.13] Reverse Subsidiary Merger
- [3.14] Tax Consequences to the Target Corporation and Its Shareholders
- [3.15] Tax Consequences to the Purchaser
- [3.16] Stock Sale Coupled with an Internal Revenue Code §338(h)(10) Election
- [3.17] Stock Sale Coupled with an Internal Revenue Code §336(e) Election
- IV. Tax-Free Reorganizations
- [3.18] What Is a Reorganization?
- [3.19] Reasons for Engaging in a Reorganization Instead of a Taxable Acquisition
- [3.20] Reasons for Avoiding a Reorganization
- [3.21] Basic Forms of Reorganization
- [3.22] Asset Reorganization
- [3.23] Stock Reorganization
- [3.24] Triangular (or Subsidiary) Reorganization
- [3.25] Requirements Common to Most Reorganizations
- [3.26] Plan of Reorganization
- [3.27] Business Purpose
- [3.28] Continuity of Interest
- [3.29] Continuity of Business Enterprise
- Definitions of Key Terms
- [3.30] Voting Stock
- [3.31] Control
- [3.32] Securities
- [3.33] Boot
- [3.34] Substantially All of the Properties
- [3.35] Drop-Down
- [3.36] Party to a Reorganization
- Types of Reorganizations Described
- Asset Reorganizations
- [3.37] 26 U.S.C. §368(a)(1)(A) — Statutory Merger or Consolidation (A Reorganization)
- [3.38] Use of nonvoting stock and boot
- [3.39] No “substantially all” requirement
- [3.40] Drop-downs
- [3.41] Foreign corporations
- [3.42] Shareholder approval
- [3.43] Merger into a “disregarded entity” wholly owned by acquiring party
- [3.44] 26 U.S.C. §368(a)(2)(D) — Statutory Merger into a Controlled Subsidiary (Forward Triangular Merger)
- [3.45] Use of boot
- [3.46] Drop-downs
- [3.47] Assumption of liabilities by parent
- [3.48] 26 U.S.C. §368(a)(1)(C) — Substantially All of the Assets Acquired Solely for Voting Stock (C Reorganization)
- [3.49] Drop-downs
- [3.50] Foreign corporations
- [3.51] Formalities
- [3.52] Restrictions
- [3.53] 26 U.S.C. §§368(a)(1)(D) and 354(b) — Transfer of Assets to a Controlled Corporation (D Reorganization)
- [3.54] Control
- [3.55] Substantially all of the assets
- [3.56] Liquidation
- [3.57] Triangular reorganizations
- [3.58] Meaningless gesture rule
- [3.59] Internal Revenue Code §357(c)
- [3.60] Overlap with other reorganization provisions
- Stock Reorganizations
- [3.61] 26 U.S.C. §368(a)(1)(B) — Acquisition of Stock Solely for Voting Stock (B Reorganization)
- [3.62] Use of boot
- [3.63] No “substantially all” requirement
- [3.64] Drop-downs
- [3.65] 26 U.S.C. §368(a)(2)(E) — Merger Using Voting Stock of the Controlling Corporation (Reverse Triangular Merger)
- Comparative Analysis
- [3.66] Asset Reorganizations Compared to Stock Reorganizations
- [3.67] Asset Reorganizations
- [3.68] Advantages of an A Reorganization
- [3.69] Disadvantages of an A Reorganization
- [3.70] Advantages of a C Reorganization
- [3.71] Disadvantages of a C Reorganization
- [3.72] D Reorganizations
- [3.73] Stock Reorganizations
- [3.74] Tax Consequences to the Parties to a Reorganization
- Tax Consequences to the Target Corporation
- [3.75] Recognition of Gain or Loss
- [3.76] Basis
- Tax Consequences to the Acquiring Corporation
- [3.77] Recognition of Gain or Loss
- [3.78] Basis and Other Tax Attributes
- Tax Consequences to the Target Corporation’s Shareholders
- Gain or Loss
- [3.79] Recognition
- [3.80] Character
- [3.81] Basis and Other Tax Attributes
- V. [3.82] Conclusion
- Chapter 4 — Valuation, Purchase Price, and Financing
- I. [4.1] Introduction
- II. Valuation Analysis
- III. [4.4] Methods of Valuation
- [4.5] Cost Method
- Asset Valuation
- Tangible Assets
- [4.6] Cash
- [4.7] Marketable securities
- [4.8] Accounts and notes receivable
- [4.9] Prepaid expenses
- [4.10] Inventories
- [4.11] Machinery, equipment, furniture, and fixtures
- [4.12] Buildings
- [4.13] Land
- Intangible and Unrecorded Assets
- [4.14] Intellectual property and other intangibles
- [4.15] Net operating loss and tax credit carryforwards
- [4.16] Client proposals outstanding
- [4.17] Contracts in progress
- [4.18] Going-concern value
- Liability Valuation
- [4.19] Current Liabilities
- [4.20] Long-Term Debt
- [4.21] Unrecorded Liabilities
- [4.22] Income Method (Discounted Cash Flow)
- [4.23] Market Comparison Method
- [4.24] Identifying Comparable Businesses
- [4.25] Obtaining Financial Data of Comparable Businesses
- [4.26] Daubert and Its Progeny: Expert Testimony and Market Value
- [4.27] Summary
- IV. [4.28] Financing
- V. [4.36] Internal Revenue Service Approach to Valuation
- Chapter 5 — Sample Asset Purchase Agreement with Commentary
- I. [5.1] Introduction
- II. Asset Purchase Agreement — Form and Commentary
- [5.2] Heading and Recitals
- [5.3] Article 1: Definitions
- [5.4] Article 2: The Transaction
- [5.5] Article 3: Purchase Price
- [5.6] Article 4: Closing
- [5.7] Article 5: Representations and Warranties of Seller
- [5.8] Article 6: Representations and Warranties of Buyer
- [5.9] Article 7: Covenants of Seller Prior to Closing Date
- [5.10] Article 8: Covenants of Buyer Prior to Closing Date
- [5.11] Article 9: Conditions Precedent to Buyer’s Obligation To Close
- [5.12] Article 10: Conditions Precedent to Seller’s Obligation To Close
- [5.13] Article 11: Additional Covenants
- [5.14] Article 12: Termination
- [5.15] Article 13: Indemnification; Remedies
- [5.16] Article 14: General Provisions
- Chapter 6 — Sale of Stock
- I. Introduction
- II. Annotated Stock Purchase Agreement
- [6.3] Heading, Table of Contents, and Introductory Material
- [6.4] Article 1: Transactions at Closing
- [6.5] Article 2: Closing; Adjustments
- [6.6] Article 3: Acquired Company’s Representations and Warranties
- [6.7] Article 4: Shareholders’ Representations and Warranties
- [6.8] Article 5: Purchaser’s Representations and Warranties
- [6.9] Article 6: Obligations Before Closing
- [6.10] Article 7: Noncompetition and Related Covenants
- [6.11] Article 8: Closing Conditions
- [6.12] Article 9: Indemnification
- [6.13] Article 10: Ending the Agreement
- [6.14] Article 11: Miscellaneous Provisions
- [6.15] Signature Page
- [6.16] Schedule A: Shareholders
- [6.17] Schedule B: Notice Information
- [6.18] Schedule C: Glossary of Defined Terms
- [6.19] Schedule D: List of General Ledger Accounts
- III. Appendix
- Chapter 7 — Private Company Mergers
- Chapter 8 — Labor, Employment, and Benefit Issues in Mergers and Acquisitions
- I. [8.1] Introduction
- II. Due Diligence
- [8.2] Introduction
- Labor Issues
- [8.3] Purchaser’s Obligations to Seller’s Union
- [8.4] Arbitration Under Seller’s Collective-Bargaining Agreement
- [8.5] Liability for Seller’s Unfair Labor Practices
- [8.6] Contractual Provisions Triggered by a Sale
- Due Diligence Related to Other Statutes and Employment Issues
- [8.7] Wage-and-Hour Issues
- [8.8] Employee Safety
- [8.9] Putative Contractor Issues
- [8.10] Employment Discrimination
- [8.11] Personnel Policies
- [8.12] Executive and Other Employee Contracts
- [8.13] Employee Benefits
- [8.14] Subjects of Due Diligence Review
- III. [8.15] Common Labor, Employment, and Benefits Considerations in Transaction Agreements
- [8.16] Definition of “Business Employee”
- [8.17] Definition of “Collective-Bargaining Agreement”
- [8.18] Employees (Due Diligence)
- [8.19] Employment Liability
- [8.20] (Non-)Assumption of Collective-Bargaining Agreement
- [8.21] Allocation of Workers’ Compensation Liability
- [8.22] Allocation of Health-Related Benefit Claims
- [8.23] Seller Employment Obligations and Compliance with Laws
- [8.24] No Material Changes
- [8.25] Worker Adjustment and Retraining Notification Act Compliance
- [8.26] Absence of Conflicting Agreements
- [8.27] Litigation Cooperation
- [8.28] Employee Records
- [8.29] Maintenance of Books and Records
- [8.30] Public Announcements
- [8.31] Effects Bargaining
- [8.32] Effect of Strike on Transaction
- [8.33] Offers of Employment
- [8.34] Nonsolicitation of Transferred Employees
- [8.35] Employee Benefits
- [8.36] Vacation Benefits
- IV. Seller Obligations Under the National Labor Relations Act
- V. [8.39] Employment Discrimination Issues in the Business Restructuring Context
- Successor Liability
- [8.40] Legal Framework
- [8.41] Notice Component
- [8.42] Ability To Provide Relief
- [8.43] Continuation of Business Operations
- [8.44] Summary of Successor Liability
- [8.45] Redundancies and Reductions in Force
- [8.46] Class-Based Disparate Treatment and the Selection Process
- [8.47] Individual Claims of Discrimination
- [8.48] Indirect Method of Proof
- [8.49] Whether Plaintiff Can Carry His or Her Burden of Proof
- [8.50] Evidence of Coworkers’ Treatment
- [8.51] Causation Analysis Under the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964
- [8.52] Disparate Impact Discrimination Analysis of Reductions in Force
- [8.53] Disparate Impact Under the Age Discrimination in Employment Act
- [8.54] Disparate Impact Under Title VII of the Civil Rights Act of 1964
- Release Agreements in Reduction in Force Situations
- [8.55] Strategic and Legal Considerations
- [8.56] Age Discrimination in Employment Act Waivers/Releases Under the Older Workers Benefit Protection Act
- [8.57] In writing and understandable
- [8.58] Reference the Age Discrimination in Employment Act
- [8.59] No waiver of future rights
- [8.60] Consideration
- [8.61] Notice of right to consult an attorney
- [8.62] Time periods for acceptance and revocation
- [8.63] Time periods in the context of an exit incentive program
- [8.64] Covenants not to sue
- [8.65] Information Disclosure Requirements for Group Situations
- [8.66] Final Considerations Relative to Release Agreements
- [8.67] Disability and Other Leave of Absence Issues
- [8.68] Americans with Disabilities Act Considerations
- Family and Medical Leave Act Issues
- [8.69] Family and Medical Leave Act Issues Generally
- [8.70] Waivers of Family and Medical Leave Act Claims
- [8.71] Uniformed Services Employment and Reemployment Rights Act Considerations
- VI. Employee Benefits Issues in Mergers and Acquisitions
- [8.72] Importance of Employee Benefits Issues
- [8.73] Types of Plans
- [8.74] Retirement Plans
- [8.75] Defined-Contribution Plans
- [8.76] Defined-Benefit Plans
- [8.77] Multiemployer Defined-Benefit Plans
- [8.78] Welfare Benefit Plans
- [8.79] Executive Compensation Plans
- Employee Benefits Issues To Watch Out For
- [8.80] Defined-Benefit Plans
- [8.81] Nonqualified Defined-Benefit Plans
- [8.82] Multiemployer Withdrawal Liability
- [8.83] Complete Withdrawal
- [8.84] Partial Withdrawal
- [8.85] Employee Retirement Income Security Act §4204 Transaction
- [8.86] Bond/Escrow and Contract of Sale Requirements
- [8.87] Continued Contribution Obligation
- [8.88] Retiree Welfare Benefits
- [8.89] Qualification Defects for Qualified Retirement Plans
- [8.90] Plan Loans
- [8.91] Consolidated Omnibus Budget Reconciliation Act Obligations
- [8.92] Flexible Spending Accounts
- [8.93] Partial Plan Termination
- [8.94] Significant Percentage Test
- [8.95] Exclude Voluntary Separations
- [8.96] “To the Extent Funded”
- VII. [8.97] Approaches for Dealing with Plans
- Chapter 9 — Federal and State Securities Law Considerations for Nonpublic Entities
- I. Introduction
- II. Business Combinations and Exemptions from Registration
- [9.9] Generally
- Business Combinations Under Regulation D
- [9.10] Generally
- [9.11] Rule 501 — Definitions and Terms
- [9.12] Accredited Investor
- [9.13] Calculation of Number of Purchasers
- [9.14] Purchaser Representative
- [9.15] Aggregate Offering Price
- Rule 502 — General Conditions To Be Met
- [9.16] Integration
- Rule 502(b) — Information Requirements
- [9.17] Securities not exceeding $5 million or accredited investors only
- [9.18] Informational requirements for nonreporting companies
- Nonfinancial information obligations for nonreporting issuers
- [9.19] Nonreporting issuer in a business combination
- [9.20] Information concerning acquiring company and company being acquired
- [9.21] Financial information obligations for nonreporting issuers
- [9.22] Disclosure by foreign private issuers
- [9.23] Reporting companies in a business combination
- [9.24] Exhibits for reporting and nonreporting issuers
- [9.25] Additional information
- [9.26] Limitations on Manner of Offering
- [9.27] Limitations on Resale
- [9.28] Rule 503 — Filing of Notice of Sale
- [9.29] Rules 504 and 506 — Substantive Exemptions
- [9.30] Rule 504 — Exemption for Limited Offers and Sales of Securities Not Exceeding $5 Million
- [9.31] Rule 506 — Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering
- [9.32] Rule 507 — Disqualifying Provision Relating to Regulation D Exemptions
- [9.33] Rule 508 — Insignificant Deviations from a Term, Condition, or Requirement of Regulation D
- [9.34] Business Combinations Under 15 U.S.C. §77d(a)(5)
- Business Combinations Under “Residual” 15 U.S.C. §77d(a)(2)
- [9.35] Generally
- [9.36] Offeree Qualification
- [9.37] Manner of Offering
- [9.38] Access to or Furnishing of Information
- [9.39] Limited Number of Offerees
- [9.40] Absence of Redistribution
- [9.41] 15 U.S.C. §77c(a)(11) and Rule 147 Intrastate Exemption
- [9.42] Scope of Rule
- [9.43] “Part of an Issue”
- [9.44] Nature of the Issuer
- [9.45] “Person Resident”
- [9.46] “Doing Business Within”
- [9.47] Offerees and Purchasers: Persons Resident
- [9.48] Limitations on Resales
- [9.49] Precautions Against Interstate Offers and Sales
- [9.50] Rule 147A — Intrastate Sales Exemption
- [9.51] Regulation A — Exemption for Public Offerings of Securities by Nonreporting Companies Not Exceeding $50 Million
- [9.52] General Conditions
- [9.53] Issuer Qualification
- [9.54] “Test the Waters” Provision
- [9.55] Integration
- [9.56] Form 1-A Notification and the Offering Statement
- [9.57] Offers and Sales Process
- [9.58] Additional Reporting Obligations
- [9.59] Substantial Good-Faith Compliance
- [9.60] Regulation CE — California Limited Offering Exemption
- Blue-Sky Exemptions
- [9.61] Generally
- [9.62] Blue-Sky Preemption
- Illinois Securities Law
- [9.63] Generally
- [9.64] Exemptions
- [9.65] 815 ILCS 5/2a — covered securities
- [9.66] 815 ILCS 5/3 — exempt securities
- [9.67] 815 ILCS 5/4 — exempt transactions
- [9.68] 15 U.S.C. §77c(a)(10) Transactions
- [9.69] Registration Rights
- III. Business Combinations Subject to Registration
- Business Combinations Under Rule 145
- [9.70] Rejection of “No Sale” Theory
- [9.71] Scope of Rule
- [9.72] Communications Not Deemed To Be “Prospectus” or “Offer To Sell”
- [9.73] Restrictions on Subsequent Dispositions
- [9.74] Registration Form S-4
- [9.75] Rule 153a — Prospectus Delivery Requirements
- [9.76] Statutory Liabilities Under Rule 145
- [9.77] Delayed or Deferred Offerings
- State Registration Requirements
- [9.78] State Securities Laws
- [9.79] Registration by Coordination
- [9.80] Registration by Qualification
- Securities Exchange Act of 1934
- [9.81] Registration
- [9.82] Proxy Regulation
- [9.83] Form 8-K Reporting Requirements
- Rule 10b-5 — Disclosure Requirements
- [9.84] Scope of Coverage
- [9.85] Preliminary Merger Negotiations
- Specific Transaction Provisions That Implicate Securities Laws
- [9.86] Voting Agreements
- [9.87] Earnouts
- [9.88] Lockups
- IV. Additional Securities Law Considerations When Public Companies Acquire Private Targets
- [9.89] Generally
- [9.90] Current Report on Form 8-K
- [9.91] Quarterly Report on Form 10-Q
- [9.92] Annual Report on Form 10-K
- [9.93] Proxy Statement
- [9.94] Regulations S-K and S-X
- [9.95] Chief Executive Officer and Chief Financial Officer Certifications Filed as Exhibits 31 and 32 to Forms 10-Q and 10-K
- [9.96] Disclosure Controls
- [9.97] Internal Controls
- [9.98] Regulation FD (Fair Disclosure)
- [9.99] Prohibition of Loans to Officers
- [9.100] Foreign Corrupt Practices Act of 1977
- [9.101] Accounting Issues
- [9.102] Purchase Accounting
- [9.103] Corporate Governance Conflicts
- [9.104] Stock Option Plans
- V. [9.105] Conclusion
- Chapter 10 — Confidentiality and Nondisclosure Agreements in Mergers and Acquisitions
Authors
- James R. Asmussen
James R. Asmussen
James R. Asmussen is a Shareholder/Partner at Polsinelli PC in Chicago, where he concentrates in venture capital, joint ventures, and mergers and acquisition. He is a member of the American and Chicago Bar Associations and the Association for Corporate Growth (ACG). A Certified Public Accountant, Mr. Asmussen earned his B.S.A. magna cum laude from Villanova University and his J.D., Order of the Coif, from the University of Illinois College of Law, where he was a member and Associate Editor of the University of Illinois Law Review.
- Robert E. Connolly
Robert E. Connolly
Robert E. Connolly is a Partner at Levenfeld Pearlstein, LLC, in Chicago, where he focuses on mergers and acquisitions, strategic planning, equity investments, restructurings and recapitalizations, corporate governance and partnership/shareholder agreements, joint ventures, capital raises and private placements, private investment fund formations, IT agreements (consulting, SaaS/cloud, managed services, outsourcing), and complex commercial agreements. Mr. Connolly is a member of the American, Illinois State, and Chicago Bar Associations. He earned his B.A. from Iowa State University and his J.D. cum laude from The John Marshall Law School, where he was a member of The John Marshall Law Review and recipient of the Order of John Marshall.
- Paul J. Coogan
Paul J. Coogan
Paul J. Coogan is an associate at Taft Stettinius & Hollister LLP, in Chicago, and concentrates on commercial litigation and appeal. Coogan received a B.A. from Marquette University and a J.D. cum laude from The John Marshall Law School. While in law school, Coogan served as the Student Publications Editor of The John Marshall Law Review.
- Joshua L. Ditelberg
Joshua L. Ditelberg
Joshua L. Ditelberg is a Partner at Seyfarth Shaw LLP in Chicago, where he concentrates his practice on labor and employment issues. He is Vice President and Past President of the Chicago Chapter of the Labor and Employment Relations Association, a Fellow of the American Bar Foundation, and a Fellow of the College of Labor and Employment Lawyers. Mr. Ditelberg received his B.A. summa cum laude, Phi Beta Kappa, from the University of Pennsylvania, his M.A. with honors from the University of Pennsylvania, and his J.D. magna cum laude, Order of the Coif, from the University of Michigan Law School.
- Jessica A. Garascia
Jessica A. Garascia
Jessica A. Garascia serves as General Counsel and Vice President at AAR Corp., in Chicago. She earned her B.A. from Oberlin College and her J.D. magna cum laude, Order of the Coif, from Indiana University School of Law, where she served as the Notes and Comments Editor on the Indiana Law Journal.
- John F. Kennedy
John F. Kennedy
John F. Kennedy is a Partner at Taft Stettinius & Hollister LLP, in Chicago, where he is a trial lawyer with a focus on crisis management. He is a Professor at The King’s Inns, Dublin, Ireland, and also serves as General Counsel and as a Member of the Board for the National Alliance on Mental Health. He earned his B.A. cum laude from Niles College of Loyola University and his J.D. with honors from DePaul University College of Law.
- Jeffrey S. Shamberg
Jeffrey S. Shamberg
Jeffrey S. Shamberg is a Partner at Neal, Gerber & Eisenberg LLP in Chicago, where he serves as head of the Tax Department. Mr. Shamberg earned his B.S. with honors from the University of Illinois Urbana-Champaign and his J.D. from the Northwestern University Pritzker School of Law.
- Jeffrey R. Shuman
Jeffrey R. Shuman
Jeffrey R. Shuman is a Partner at Winston & Strawn LLP in Chicago, where he focuses his practice on capital markets transactions. He serves on the Board of Directors for the Harvard Law Society of Illinois and on the Planning Committee of the Ray Garrett Jr. Corporate and Securities Law Institute. Mr. Shuman earned his B.A. and B.S. summa cum laude with distinction and with highest honors Phi Beta Kappa from the University of Illinois Urbana-Champaign and his J.D. from Harvard Law School.
Business Law: Mergers and Acquisitions (ARCHIVED 2020 EDITION)
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