Haynes and Boone
  June 13, 2002 - Dallas, Texas

Mergers and Acquisitions 2002: Getting the Deal Done - Current Legal Issues
  by Tom D Harris

Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy A Powerpoint presentation covering the following: Current M&A from a Seller's Perspective Current M&A from a Buyer's Perspective For Both Buyer and Seller, Increased Challenges for M&A Transactions MAC Conditions Invoked as a Reason for Termination of the Deal – The Impact of Tyson and Enron What is a MAC? A material adverse change in what? What does “material” mean? Where’s the beef? Tyson Foods vs. IBP MAC Attack: Tyson vs. IBP The Big MAC: Enron/Dynegy PRACTICAL MAC TIPS Speeding Up the Timeframe for Closing the Deal Use of Early Commencement of Exchange Offers under Regulation M-A to Shorten the Timeframe for Closing Using Contractual Deal Protection Provisions Getting the Deal Done – Current Deal Protection Measures Stronger Deal Protection Measures may be Acceptable under Certain Circumstances Elimination of Pooling/Goodwill Impairment Protecting Against Defaults – M&A Insurance Fiduciary Duties of Directors Fiduciary Duties of Directors of Targets in M&A Transactions How to Protect Directors Against Liability in M&A Transactions Due Diligence Post-Closing Purchase Price Adjustments Increased Use of Earnouts



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