MAJOR TOPICS: Bargaining power at inception Shareholder, management and other agreements Importance of process – legal and investment banking Reconciling goals of controlling shareholders with minority ESOP as a sale strategy Non-ESOP shareholder and management considerations California short-form squeeze-out merger Preparing for potential shareholder litigation Shareholders v. management tension

1. • Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co., Moderator
• Louis Vlahos, Tax Partner, Farrell Fritz, P.C.
• David R. Johanson, Partner, Hawkins Parnell Thackston & Young LLP
• Neil Morganbesser, President, DelMorgan & Co.
© Copyright 2018 Expert Webcast – All Rights Reserved
MANAGING DIFFERENT SHAREHOLDER CONSTITUENCIES
IN A PRIVATE COMPANY SALE PROCESS
January 25, 2018

2. 1
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3. 2
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co., brings more than twenty-five years of senior-level Wall
Street advice to middle market companies, entrepreneurs and institutional
investors. He has extensive experience in investment banking, corporate law
and restructuring at world’s leading firms, including Credit Suisse First Boston,
O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP (now Paul Hastings LLP) and Schlumberger Ltd., and as a
founding partner of Convergence Capital Partners. Alex has worked on more
than 100 domestic and cross-border transactions in North America, Europe and
Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Speaker: Louis Vlahos is a Partner at Farrell Fritz. As Farrell
Fritz’s lead tax attorney, he has extensive experience in corporate,
partnership and individual income taxation, and in estate and gift
taxation, including tax planning, ruling requests, and tax controversy.
Louis advises clients in connection with corporate and partnership
organizations, operations and reorganizations; capital raises and debt
restructurings; sales and acquisitions of businesses; distributions,
redemptions, liquidations and spin-offs; S corporation issues; buy-
sell agreements; real estate sales and like-kind exchanges; executive
nonqualified deferred compensation arrangements; taxation of
foreigners; state and local income, sales and transfer taxes; estate,
gift and succession planning, including the transfer of business
interests, family limited partnerships, transactions with trusts, and
estate and gift tax audits; charitable giving; private foundations, tax
exemption applications, not-for-profit restructuring, and excess
benefit issues.
Louis holds an undergraduate degree from Columbia College, a J.D.
from Harvard Law School and an LL.M. from New York University
School of Law.
400 RXR Plaza
Uniondale, NY 11556
516-227-0639
lvlahos@farrellfritz.com
www.farrellfritz.com

5. 4
Panelist: David R. Johanson is Partner-in-Charge of the Napa office of Hawkins Parnell
Thackston & Young LLP. He also has offices in San Francisco, Los Angeles, and New York to
cover his national practice.
David assists clients in general corporate matters and in employee ownership, benefit, ERISA,
and related business matters, with an emphasis on executive compensation, equity incentive
plans, non-qualified deferred compensation, employee stock ownership plans (ESOPs), ESOP
transactions, mergers and acquisitions (and related tax planning), and business succession and
estate planning. He has served as outside general counsel to numerous corporate clients over
the past 30 years.
David also frequently appears on behalf of clients in business and employment-oriented
defense litigation in state and federal courts throughout the country, before regulatory agencies
in tax controversies before the Internal Revenue Service and comparable state regulatory
agencies, against felony criminal indictments in U.S. Federal Court, and in dispute resolutions
of various kinds. David represents corporations in shareholder and non-competition disputes.
He has defended ERISA fiduciaries, plan sponsors, selling shareholders, and investment
advisers in ERISA litigation matters involving ESOPs and business transactions in federal and
state courts throughout the country in a wide range of controversies covering ERISA fiduciary
responsibilities, ESOP valuation disputes, disclosure obligations, investment issues, and tax
matters. He has extensive experience in negotiating ESOP, ERISA, and other issues with
government regulatory agencies and in representing ERISA fiduciaries in litigation.
David is recognized nationally for his experience and expertise in the ESOP and executive
compensation field.
David holds a J.D., cum laude, from University of Minnesota Law School, a B.I.S., summa cum
laude, from University of Minnesota and an A.L.A., Columbia College.
1776 Second Street
Napa, CA 94559
707-299-2470 Direct
707-225-2986 Mobile
djohanson@hptylaw.com
www.hptylaw.com

6. 5
Panelist: Neil Morganbesser is co-Founder and President & CEO of
DelMorgan & Co. where he provides senior leadership within the firm and helps
oversee all client engagements. Mr. Morganbesser has over 25 years of experience
providing financial and strategic advice to a full range of clients, including
entrepreneurs, large corporations, governments, family businesses, private equity
funds, and special committees of public companies.
Mr. Morganbesser has been affiliated with some of the leading institutions in the
world, and his experience ranges from representing the offshore owners in the sale
of a small, private U.S. company for $10 million to representing the special
committee of a large, public company in a $9 billion negotiated management buyout
with a highly complex financial structure.
Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers &
Acquisitions at Bear Stearns & Co., as a Senior Managing Director based in Los
Angeles. Prior to joining Bear Stearns in May 2001, Mr. Morganbesser was an
investment banker in the Mergers, Acquisitions and Restructuring Department at
Morgan Stanley (in New York and Los Angeles). From 1990-1993, Mr.
Morganbesser was a corporate and M&A attorney at Wachtell, Lipton, Rosen &
Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied
Mathematics / Economics from Harvard University (Phi Beta Kappa) in 1986 and
received his J.D. and M.B.A. degrees (Order of the Coif, with honors) from
Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com

7. 6
MAJOR TOPICS
• Bargaining power at inception
• Shareholder, management and other agreements
• Importance of process – legal and investment banking
• Reconciling goals of controlling shareholders with minority
• ESOP as a sale strategy
• Non-ESOP shareholder and management considerations
• California short-form squeeze-out merger
• Preparing for potential shareholder litigation
• Shareholders v. management tension