Parties often use letters of intent at the start of a merger and acquisition (M&A) deal to outline material terms and establish negotiation parameters. Letters of intent can reduce the time and expense of finalizing a transaction but often have unintended consequences. A major risk of entering a letter of intent is that the document will later be declared binding, even though the parties intended it to be preliminary and non-binding, thus resulting in unsatisfactory or incomplete deal terms. Letters of intent need to be carefully crafted to ensure that the parties’ intent is truly documented and a map to the final deal is determined. The panel of internal and outside M&A attorneys will (1) review the latest legal developments regarding letters of intent, (2) provide best practices for parties negotiating preliminary terms, and (3) discuss proven ways to engage management and internal development teams to maximize the benefit of such letters.
This intermediate-level program will examine the major issues that companies must address when doing business in Brazil, including the following: (1) corporate issues; (2) overview of stock purchases (both majority and minority interests) and asset purchases in both public and private companies: (3) issues upon sale or liquidation of interests; (4) distribution and agency arrangements; (5) major planning issues; (6) employment/labor issues at start-up, day-to-day and at termination; and (7) executive compensation.
This program identifies key considerations for contract negotiations on behalf of entities that both provide and receive unique goods and services and have distinctive business needs. This is a high-level discussion regarding the tactics and approach to reach a resolution that meets the needs of your organization. The panelists will share strategies for successful negotiations when the other party is unfamiliar with the landscape of the industry. This program will not focus specifically on the rules or regulations of one industry.
Case laws in Korea, Japan, Germany, England and Israel have shown that the employers’ enormous investment in research and development doesn’t necessarily negate the employees’ right for additional compensation. The legal obligation for financial compensation to employed inventors could be of substantial importance also in investment transactions and mergers and acquisitions.
Many companies lack a formal process for contract administration. Many others have a contract process which is in need of updating or improvement. This program session will review the lifecycle of contracts and highlight ways to develop and improve a company’s formalized contracting process. This session will emphasize practical tips that can be used to implement a contract management system and enforce up-to-date contracting policies, including who should be responsible for running the process, how contracts should be routed within the organization, signing authority, electronic contract management systems, monitoring contract compliance, and record retention.
After a 40-year history of negotiations, it is expected that the Unified Patent Court (UPC) will soon become a reality in Europe. The UPC will have jurisdiction for litigation relating to the new Unitary Patent and the European Patent granted by the European Patent Office. Attend this session to hear the latest on this groundbreaking development, and its implications for obtaining and defending patents in Europe.
You only have 10 minutes to review a contract. What terms should you be sure to review, and what drafting errors should you look for and consider correcting? This program will highlight the critical topics on which lawyers should laser their focus.
Today’s government contractors, especially those just realizing that they are government contractors, face a compliance and ethics requirements environment significantly different from that of strictly commercial companies. To address the unique compliance and ethics needs of government contractors, panelists will provide an update on recent suspension and debarment matters, awards from the False Claims Act and the lessons government contractors can learn from those decisions. This session will review the Federal Acquisition Regulations on codes of conduct and compliance programs for government contractors. Panelists will also identify strategic ways to demonstrate due diligence in managing risk to government customers, regulators and the U.S. Department of Justice.
Non-compete agreements are almost an essential part of today’s business environment composed of a mobile workforce with easily accessible and transportable data. Multinational employers face the added challenge of ensuring that restrictive covenants (i.e., non-compete, non-solicitation and confidentiality agreements) will be enforceable in the United States, Asia and Europe. The legal standards governing the enforceability of non-compete agreements vary around the world, but nevertheless, common principles can help guide employers in drafting and enforcing global restrictive covenants. Authoritative in-house and outside employment attorneys from around the world will provide cutting edge suggestions for multinational employers to draft restrictive covenants that should greatly increase their effectiveness and enforceability in Asia and Europe. The panel will also compare and contrast the non-compete laws in Asian and European countries against US restrictive covenant laws.
Many corporations are considering joint venture (JV) partners as a strategy to expand into new markets. Selecting the right JV partner and executing a successful JV combination can be an uncertain and risky proposition. In-house counsel should understand the key legal and financial elements of a prospective JV, and play a role in navigating through the complexities of the JV and the post-closing governance and integration.