Buchanan Shareholders Robert Harper and Thomas Thompson to Present PBI Course on the Revised Model Stock Purchase Agreement, Once in December and Again in February

On Friday, December 10, 2010, and again on Wednesday, February 9, 2011, Buchanan Ingersoll & Rooney Shareholders Robert T. Harper and Thomas M. Thompson will present "The Revised Model Stock Purchase Agreement: New Business Trends, New Provisions & Lessons From The Drafters.

PBI is pleased to cosponsor this program with the PBA Business Law Section. If you are a transactional lawyer, you won’t want to miss this "must attend" course. Long awaited, the newly-updated Model Stock Purchase Agreement, 2nd Ed., has just been published by the ABA. Many new business trends have been addressed in the changes to the Agreement (which was first published in 1995).

In this special program, you will learn directly from members of the Task Force that revised the Agreement. Not only will you find out what was changed, but you will learn why these changes were made.

Find out if you need to alter the way you put deals together and draft documents for your clients as you learn about this important model agreement.

Program highlights include:

• Examination of the brand new Seller's Response and Commentary
• New approaches to acquisition opinions and a review of the Second Edition's new form of opinion and commentary
• A review of developments with respect to purchase price adjustments and the use of Earnout Agreements
• New approaches to the treatment of representations and warranties and the Seller’s
• Responses to try and limit the scope and economic impact of representations and warranties
• New ancillary documents (e.g. the Earnout Agreement and Contribution Agreement) and new appendices (e.g. Purchase of Stock of a Subsidiary and Receipt of Stock of a Public
• Company as Purchase Consideration) as well as significant revisions to existing ancillary documents, such as the Letter of Intent
• Alternative drafting provisions, such as tax indemnification clauses
• New approaches to the indemnification provisions such as caps, baskets and escrows and arbitration provisions based upon an examination of market trends

Dates & Locations

9:00 am to 12:30 pm; check-in begins at 8:30 am

Pittsburgh • Fri., Dec. 10, 2010
The PBI Professional Development Center
Heinz 57 Center, 339 Sixth Avenue, 7th Floor

Philadelphia • Wed., Feb. 9, 2011
The CLE Conference Center, Wanamaker Building
10th Floor, Ste. 1010, Juniper St. entrance
(between 13th & Broad Sts., opposite City Hall)

To learn more or to register, visit www.pbi.org.