The Second Annual West Coast Forum on

Technology M&A

Learn about the changing market dynamics and new legal and business developments

Day 1, September 10, 2007, in San Francisco, CA

Table of Contents

Introduction & Overview / Doc. No.
The Basics – Structuring the Tech M&A Transaction
Diagrams illustrating the three basic acquisition structures (acquisition of stock; acquisition of assets; merger)
Illustrative comparison of federal income tax consequences of sale of stock for cash with federal income tax consequences of sale of assets for cash
Sample business acquisition timeline
Negotiating the Acquisition of a Privately-Held Business – Some Basic Issues and Principles
Acquisitions of Public Companies in the United States
Pricing Formulations in “Stock-for-Stock” Mergers
Certain Considerations in Negotiating Revenue-Based and Other Earnout Provisions
The Tech M&A Marketplace in 2007 and Beyond
[Barb: Insert any materials that you receive from Harnett, Campbell, MacDonald.Not sure whether Henry is also providing materials for this section.]
Negotiating the Preliminary Documents: Confidentiality Agreements and Exclusivity Agreements
Sample confidentiality agreement (containing standstill provisions and other provisions favorable to the target company)
Sample response by the prospective purchaser to standstill provisions proposed by the target company
The “Standstill” Agreement in Public Company Mergers – A Mock Negotiation
Sample “residuals” clauses
Sample “no-shop” (exclusivity) agreement (containing provisions favorable to the prospective purchaser)
Sample “no-shop” (exclusivity) agreement (containing provisions favorable to the target company)
Conducting the IP “Due Diligence” Investigation
[Barb: Insert any materials that you receive from Reifschneider and Dorney. Not sure whether Henry is also providing materials for this section.]
Negotiating the Definitive Acquisition Agreement
Acquiring a Privately-Held Company
First Annual Private Target Mergers & Acquisitions Deal Points Study
2007 Private Target Mergers & Acquisitions Deal Points Study
Excerpts from edited transcripts of “M&A Nuggets” webcasts
Negotiating Acquisitions of Public Companies
Public Target M&A Deal Points Study
Article: First Annual Deal Points Study – Public Targets
Model Stock Purchase Agreement (ABA Section of Business Law, Committee on Negotiated Acquisitions) without commentary
Sample “non-reliance” provision
Sample “sandbagging” and “anti-sandbagging” provisions
Sample “fraud exceptions” to indemnification limitations
Sample “material adverse effect” definition in acquirer’s form of Agreement and Plan of Merger for an acquisition of a public company
Sample “material adverse effect” definition in target company’s form of Agreement and Plan of Merger for an acquisition of a public company
Sample “no-shop/no-talk” provisions in acquirer’s form of definitive acquisition agreement for a one-step cash merger involving a public target company
Sample response by target company to “no-shop/no-talk” provisions proposed by acquirer
Sample provisions regarding recommendation of target company’s board of directors in acquirer’s form of definitive acquisition agreement for a one-step cash merger involving a public target company
Excerpts from sample response by target company to board recommendation provisions proposed by acquirer
Excerpts from sample termination and “break-up” fee sections of an Agreement and Plan of Merger and Reorganization for a stock-for-stock merger involving two public companies of unequal size (containing provisions favorable to the acquirer)
Excerpts from sample termination and “break-up” fee sections of an Agreement and Plan of Merger and Reorganization for a stock-for-stock merger involving two public companies of unequal size (containing provisions favorable to the target company)
[Barb: Insert any materials that you receive from King and Kelly. Not sure whether Henry is also providing materials for this section.]

The Second Annual West Coast Forum on

Technology M&A

Learn about the changing market dynamics and new legal and business developments

Day 2, September 11, 2007, in San Francisco, CA

Table of Contents, cont.

M&A Integration
M&A Integration – Outline of Selected Key Considerations
[Barb: Insert any materials that you receive from Ansari, Weiskopf, Mosher.]
Antitrust Issues
[Barb: Insert any materials that you receive from Silverman, Creighton and Knight. Not sure whether Henry is also providing materials for this section.]
Antitrust Provisions – A Dealmaker’s Guide
Recent Legal Developments
[Barb: Insert any materials that you receive from Capelouto, Kennedy, Morton. Not sure whether Henry is also providing materials for this section.]
Employee Issues
[Barb: Insert any materials that you receive from Spector or Richardson – although I do not think that they will be submitting any until the presentation. Not sure whether Henry is also providing materials for this section.]
Private Equity
[Barb: Insert any materials that you receive from Helfrich, Williams, Sherer. Not sure whether Henry is also providing materials for this section.]
Ethical Issues in the Transactional Setting
[Barb: Insert any materials that you receive from Steele and Phillips. Not sure whether Henry is also providing materials for this section.]
Caveats
SpeakerBios

1

664234 v1/HN