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List of Forms by Chapter
Chapter 1 — Preliminary Considerations
I. Introduction
II. Preliminary Business, Financial, and Legal Considerations
III. Valuation, Method of Payment, and Security Issues
IV. Corporate and Tax Law Considerations
V. Bulk Sales Acts Compliance
VI. Post-Closing Issues
Chapter 2 — Letters of Intent
II. [2.2] Purpose
V. [2.11] Enforceability Issues
VI. Drafting the Letter of Intent
VII. [2.16] Appendix — Sample Letters of Intent
Chapter 3 — M&A Tax Basics
I. Introduction
II. Comparison of Taxable and Nontaxable Transactions
III. Taxable Transactions
IV. Tax-Free Reorganizations
Chapter 4 — Valuation, Purchase Price, and Financing
II. Valuation Analysis
III. [4.4] Methods of Valuation
IV. [4.28] Financing
Chapter 5 — Sample Assets Purchase Agreement with Commentary
II. Asset Purchase Agreement — Form and Commentary
Chapter 6 — Sale of Stock
I. Introduction
II. Annotated Stock Purchase Agreement
III. Appendix
Chapter 7 — Private Company Mergers
Chapter 8 — Labor, Employment, and Benefit Issues in Mergers and Acquisitions
II. Due Diligence
III. [8.15] Common Labor, Employment, and Benefits Considerations in Transaction Agreements
IV. Seller Obligations Under the National Labor Relations Act
V. [8.39] Employment Discrimination Issues in the Business Restructuring Context
VI. Employee Benefits Issues in Mergers and Acquisitions
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
III. Business Combinations Subject to Registration
IV. Additional Securities Law Considerations When Public Companies Acquire Private Targets
Chapter 10 — Confidentiality and Nondisclosure Agreements in Mergers and AcquisitionsJames 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.
Benjamin J. Conley is a Partner at Seyfarth Shaw LLP in Chicago, where he focuses his practice on employee benefits. He has been recognized by Best Lawyers in America for Employee Benefits (ERISA) Law (2021 – 2024), as an “Up and Coming” attorney for Employee Benefits & Executive Compensation (Illinois) by Chambers USA (2022 – 2023), and as a Recommended Attorney for Employee Benefits, Executive Compensation and Retirement Plans Design by The Legal 500 (2020 – 2021, 2023). Mr. Conley received his B.A. from Miami University and his J.D., Order of the Coif, from the Washington & Lee University School of Law, where he served as Lead Articles Editor for the Law Review and won the Robert J. Grey, Jr., Negotiations Competition (2007).
Thomas J. Czupta is a Director in the Valuation Advisory group at Stout Risius Ross, LLC, in Chicago. He has extensive experience providing professional valuation advisory services in the fields of taxation, litigation, and corporate transactions. He has provided business valuation and financial advisory services for numerous purposes, including estate and gift taxation, marital dissolutions, business transitions, shareholder disputes, and other tax, corporate, and litigation matters. He is a member of the American Society of Appraisers, the Business Valuation Association of Chicago, and the American Institute of Certified Public Accountants. He is an Accredited Senior Appraiser (ASA) and Accredited in Business Valuation (ABV). Mr. Czupta received his B.S. in Finance and Economics from DePaul University.
Joshua L. Ditelberg is a Partner at Seyfarth Shaw LLP in Chicago, where he focuses his practice on labor and employment and transactions. He is a Fellow of the College of Labor and Employment Lawyers and the American Bar Foundation, and he is Vice President and Past President of the Chicago Chapter of the Labor and Employment Relations Association. Mr. Ditelberg received his BA summa cum laude from the University of Pennsylvania, his MA from the University of Pennsylvania, and his JD magna cum laude from the University of Michigan Law School.
Aaron M. Gillett is a Partner at Seyfarth Shaw LLP in Chicago, where he concentrates his practice in corporate law and mergers and acquisitions. He is a member of the NextGen Leaders Committee of the Chicago Chapter of the Association for Corporate Growth and has been recognized as “One To Watch” by Best Lawyers in America for corporate law (2021 – 2024) and a “Next Generation” Attorney by The Legal 500 for mergers and acquisitions and commercial law. Mr. Gillett received his B.A. with distinction from the University of Wisconsin–Madison and his J.D. magna cum laude, Order of the Coif, from the Chicago-Kent College of Law.
Brian R. Potter is Managing Director and Chicago Office Leader — Valuation Advisory at Stout Risius Ross, LLC, in Chicago, where he focuses on valuation disputes and high-stakes marital dissolutions. He is a member of the CFA Institute, the Association of Certified Fraud Examiners, and the AAML Foundation Forensic and Business Valuation Division. He is a Chartered Financial Analyst (CFA Institute) and a Certified Fraud Examiner (Association of Certified Fraud Examiners). Mr. Potter received his B.S. in Finance from Miami University.
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 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.
Breanne E. Vaclavik is a senior associate at Seyfarth Shaw LLP in Chicago, where she focuses her practice on corporate law and mergers and acquisitions. She is a member of the Business Law Section of the American Bar Association, the Association for Corporate Growth, and the American Health Law Association. Ms. Vaclavik received her B.A. from the University of Michigan and her J.D. from DePaul University College of Law.
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