The moderator, Dr. Abrahams, will lead a conversation between Messrs. Fields and Fox to address current issues of interest regarding the interplay between executive compensation and employee benefits in M&A transactions. The presentation will include the following topics: 1. Overview of M&A Transactions regarding Closely Held Companies: The purchase and sale of a closely-held business is not necessarily a simple process because there is one or very few sellers it implicates numerous areas of law and the structure of the transaction, as agreed to by the business people, will dictate the process and legal issues to consider, as well as challenges for the attorneys and other advisors to both the purchaser and the seller(s). In this context, executive compensation and employee benefits must be considered both in terms of how the transaction affects existing compensation and benefits of the seller as well as what if anything should survive or be replaced post-closing. 2. From the Standpoint of the Seller: The use of time and performance-based incentive programs, such as equity grants and phantom stock, to incentivize non-owner employees to maximize the value of the company which the owners plan to sell and to remain with the company for a specific period of time after the transaction closes. 3. From the Standpoint of the Buyer: Guidelines for performing effective due diligence of the compensation and benefits plans and programs maintained by the company being purchased to determine the extent of related liabilities and to confirm continuity of employment for those. 4. ESOP Transactions: As an alternative to a strategic or financial sale of a closely held company, establishment of an ESOP to purchase all or a portion of the company. We will briefly address the ESOP structure and how, in certain situations, a sale of company stock to an ESOP may result in special tax benefits to the sellers.