Contact: Daniel Cheng / president@nc-cba.org

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Legal Issues in the Life Cycle of a Business

February 2 @ 12:00 pm - 1:30 pm

Free - $5

Event Venue:  Szechuan Heat, 1216 Parkside Main St., Cary, NC 27519

Legal Issues in the Life Cycle of a Business

Presenter: Michael E. Slipsky

In this presentation, I will discuss five major topics that relate to the life cycle of a typical start-up business:  Entity Formation; Early-Stage Capital Raising; Employee Issues; Business Contract Issues; and Mergers & Acquisitions.

First, I will address the various kinds of limited liability entities that a business owner may select and why conducting business through a limited liability entity is an important means of protecting the owner’s personal assets.  I will also address questions such as where to form the entity and how professional licensing laws can impact entity formation, governance and ownership.

My discussion of capital raising will introduce basic principles of securities law compliance and how early-stage companies typically address them.  I will also provide a summary overview of a typical private securities offering.

Although employee issues could easily be the topic of an entire presentation, I will provide a high-level discussion of some employment-related issues that frequently arise for early-stage companies.  These include the concept of at-will employment, the enforceability (or lack thereof) of covenants not-to-compete, and incentive compensation plans.

Once a business is up and running, it will frequently need to enter into contracts with its customers, vendors, service providers, landlords and joint venture partners.  I will discuss a number of issues that arise in the course of negotiating these kinds of business contracts, including appropriate risk allocation provisions, anti-assignment and change-of-control clauses, personal guarantees and the potential importance of so-called “boilerplate” provisions.

Finally, I will discuss what is oftentimes the end of a successful business’ life cycle—the sale of the business to an acquirer in an M&A transaction.  Topics to be discussed include common transaction and financial structures, a summary of a typical M&A acquisition agreement, an overview of the M&A process, and certain post-transaction issues.

Michael E. Slipsky

Bio: Mike is an attorney in the Business Organizations group and has practiced with the firm since 2005. Mike focuses his practice on mergers and acquisitions for companies across a broad range of industries. He represents buyers and sellers in mergers, acquisitions, and divestitures. He also counsels clients on a variety of privacy and information security matters, including HIPAA compliance and data breach prevention and responses. Additionally, Mike advises clients on a broad range of corporate and securities matters, including corporate reorganizations and restructurings, commercial contracts, corporate governance, the formation and maintenance of business entities, and securities offerings. Prior to joining the firm, Mike practiced with Dechert LLP in its Philadelphia office.

Representative Experience

  • Represented seller in a strategic investment in a mortgage lending company
  • Represented buyer in a $142.5 million equity purchase of a building products company
  • Represented seller in an $18.5 million asset sale and equity rollover of a strategic communications agency
  • Represented buyer in the acquisition of a North American Soccer League franchise
  • Represented pharmaceutical company in a worldwide license to a global pharmaceutical company of a biomarker for the risk of Alzheimer’s Disease
  • Represented a vaccine developer in a Series B Preferred Stock Offering
  • Represented seller in a $110 million strategic acquisition of a consumer electronics company
  • Represented seller in a $21 million asset sale of a sporting goods manufacturer
  • Represented seller in a $5.8 million asset sale of an industrial machinery and equipment wholesaler
  • Represented seller in a $29.6 million strategic acquisition of a medical practice
  • Represented a multi-national corporation in a $750 million private placement and exchange offer of corporate debt
  • Represented borrower in a $8.25 million mezzanine debt financing transaction of a global footwear supplier
  • Represented a venture capital fund as purchaser in a series of emerging technology-related strategic investments totaling in excess of $20 million
  • Represented a biopharmaceutical company as purchaser in a $160 million strategic acquisition
  • Review, draft and negotiate various agreements, including, among others, consulting agreements, fractional ownership agreements for corporate aircraft, limited liability company operating agreements, shareholder agreements and stock and asset purchase agreements

Publications

Recent Development, Flagging Accommodated Testing on the LSAT and MCAT: Necessary Protections of the Academic Standards of the Legal and Medical Communities, 82 N.C.L. Rev. 811 (2004)
Corporate Board “Best Practices” Post DisneyAtlantic In-House Monthly, October 2005

Prior Legal Experience

Prior to joining Poyner Spruill, Mike was an Associate with Dechert LLP in Philadelphia from 2004 to 2005.

 

 

 

Event Registration Fee:

Members: Free. Please login and make reservation by ordering a “Member-Only Free Ticket” below.

Non-members (including Mailing List Only members): $5. Please order/purchase a $5 “Non-Member Paid Ticket” below through our shopping cart.

Meal is not included for all participants, but NCCBA member will get 5% discount from this restaurant.
Registration: You can get your ticket by clicking Confirm RSVP button on the event page

Link: http://www.nc-cba.org/event/legal-issues-life-cycle-business/

Language: English

Details

Date:
February 2
Time:
12:00 pm - 1:30 pm
Cost:
Free - $5
Event Category:
Website:
http://www.nc-cba.org/event/legal-issues-life-cycle-business/

Organizer

NCCBA
Email:
info@nc-cba.org
Website:
www.nc-cba.org

Venue

Szechuan Heat
1216 Parkside Main St
Cary, NC 27519 United States
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Phone:
9194660888

Tickets

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Non-Member Paid Ticket$5.00

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DISCLAIMER: North Carolina Chinese Business Association (NCCBA http://nc-cba.org/ ) does not give legal, tax, economic, or investment advice. NCCBA disclaims all liability for the action or inaction taken or not taken as a result of communications from or to its members, officers, directors, employees and contractors. Each person should consult their own counsel, accountant and other advisors as to legal, tax, economic, investment, and related matters concerning Real Estate and other investments. No sales or advertisement of individual company’s product should be solicited at any NCCBA event.