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Acquiring a De-SPACed Company: Board Considerations, Capitalization Structure, Warrants, T...
December 7, 2022 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will examine the issues associated with M&A transactions involving a de-SPAC target company, including special fiduciary concerns of directors and officers when the offered price is below initial valuations, navigating the complex capital structures of de-SPAC companies, how to asse... Read More

The M&A Auction Process: Seller Preparation, Managing Multiple Bids, Negotiating With Pref...
Preparing Initial Bid Package and Form Contract, Pros and Cons of an Auction vs. Bilateral...
January 4, 2023 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multipl... Read More

Right-Sizing M&A Documentation for Smaller Deals: Distinguishing Relevant From Unnecessary...
Comparing ABA Long and Short Form Acquisition Agreements
January 25, 2023 CLE Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to fit smaller ($10 million or less) deals more appropriately. The panel will also include practical tips and tricks for documenting and closing smaller deals efficientl... Read More

Successor Liability in Distressed M&A Transactions: Mitigation Strategies
Due Diligence, Entity Structuring, Contractual Indemnities, Insurance, Post-Closing Transi...
February 8, 2023 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will discuss strategies for mitigating the risk of successor liability in distressed M&A transactions. The panel will outline the sources of potential claims and the role of due diligence, indemnification and other contract provisions, insurance, and entity structure can have in limi... Read More

Equity Rollovers in M&A Transactions
Negotiating and Structuring Rollovers; Tax Considerations for Buyers and Sellers
November 30, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in structuring equity rollovers in M&A transactions, focusing on current market trends, governance provisions, stock rights, and tax considerations for buyers and sellers. Read More

Right-Sizing M&A Documentation for Smaller and Middle-Market Deals: Distinguishing Relevan...
November 9, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to fit smaller ($10 million or less) deals more appropriately. The panel will also include practical tips and tricks for documenting and closing smaller deals efficientl... Read More

M&A Earnouts and Economic Uncertainty: Negotiating and Structuring, Best Practices for Avo...
October 12, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel discussion will also include results from recent ABA and SRS Acquiom Deal Term Studies regarding earnout provisions in M&A transactions, and how... Read More

Private Equity M&A Key Deal Terms in a Changing Market
Rollover Equity, the "Buy-And-Build" Strategy, Earnouts, Seller Paper, Reverse Break-Up Fe...
September 20, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity; the "buy-and-build" strategy; earnouts; seller paper; reverse break-up fees; and representation and warranty insurance. Read More

Reps and Warranties Insurance in M&A: Critical Tool to Mitigate Risk and Close Deals
Evaluating When Insurance is Appropriate, Negotiating Coverage and Exclusions
September 7, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide deal counsel with an update on the latest trends in the use of M&A representations and warranties insurance coverage and situations in which it is appropriate to use the coverage to mitigate risk and complete transactions. The panel will discuss the benefits and traps as... Read More

M&A Post-Closing Purchase Price Adjustments: Drafting and Negotiating Strategies
Defining Working Capital, Baseline Amount, and Accounting Principles; Overlap With Indemni...
August 3, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide counsel in drafting and negotiating purchase price adjustment (PPA) provisions in merger and acquisition (M&A) agreements. Read More

Digital Assets and Blockchain in M&A: Due Diligence, Key Provisions, Structuring Issues
Valuation, Compliance, and Tax Concerns
July 27, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the unique issues associated with mergers and acquisitions in the crypto and blockchain sectors. The panel discussion will include technology integration, valuation, regulatory and tax concerns particular to digital assets. Read More

M&A Disclosure Schedules: Seller and Buyer Perspectives
Making and Updating Disclosures in U.S. and International Deals
June 1, 2022 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, review buyer and seller perspectives on updating disclosures, and explain best practices for tailoring disclosures to related provisions of the purchase agreement. The panel will also discuss cur... Read More

Private Company M&A: 2021 ABA Deal Points Study
Current Market Trends in Negotiating and Drafting Private Company Acquisition Terms
May 25, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will examine the results of ABA's 2021 survey of private company M&A deal terms. The discussion will include financial provisions, prevailing qualifiers that pop up throughout purchase agreements, representations and warranties, indemnification provisions, reps and warranties insura... Read More

Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, an...
May 18, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions, and other critical provisions. They will outline best practices nece... Read More

Deal Management in M&A: Due Diligence and Planning Tools to Add Efficiency and Reduce Clos...
May 11, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine how attorneys are successfully using the discipline of legal project management (LPM) to drive efficiency in the M&A process to deliver the value that clients are seeking and deserve. From scoping out key tasks and resources at deal inception, to developing and reporting... Read More

Asset Management M&A: Deal Structuring, Due Diligence, Consent Requirements, and Regulator...
April 6, 2022 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the legal issues associated with asset management M&A transactions. The panel will discuss typical deal structures and critical considerations for evaluating an asset management deal. Read More

M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks, and Their Counse...
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification, and...
March 30, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide M&A counsel in preparing engagement letters between a buyer or seller and its investment bank. The panel will examine the principal sections of an engagement letter and discuss effective negotiation strategies. Read More

Data Privacy and Cybersecurity Risks in M&A Deals: Pre-Planning, Due Diligence, and Risk A...
March 2, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal attorneys in managing and allocating data privacy and cybersecurity risks in M&A transactions. The panel will discuss best practices for identifying and addressing data privacy and cybersecurity concerns throughout the life of a deal. Read More

Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Tax and Secu...
February 2, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide counsel through drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating the purchase price, representations, warranties, indemnification, and other vital provisions. The panel will also outline representations and wa... Read More

Private Company Acquisition Agreements: Drafting Reps and Warranties, Covenants, and Closi...
December 16, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panel will offer their insights on how recent market trends impact the drafting of these critical deal t... Read More

Noncompete Covenants in M&A: Structuring to Bind Sellers and Key Employees
Navigating State Laws and Recent Court Cases Regarding Enforceability
December 8, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will offer guidance in drafting noncompete clauses for both sellers and key employees in connection with the purchase and sale of a business. The panel will examine recent case law regarding the enforceability of non-competes in New York, Delaware, and California, and examine the imp... Read More

Buyer Protection Provisions in M&A Purchase Agreements Beyond Indemnification, Reps and Wa...
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory...
October 13, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in negotiating and drafting provisions in private M&A purchase agreements that provide protections to buyers after the transaction is consummated beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purch... Read More

MAC Clauses and Indemnification Provisions in M&A Deals: Recent Trends in Negotiating and...
Implications of Recent Deal Litigation on the Negotiation of MAC Clauses
September 22, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in negotiating and drafting material adverse change (MAC) or material adverse effect (MAE) clauses and the key indemnification provisions in M&A deals. The panel discussion will include industry trends in deal negotiation and the continuing impact of the Akorn... Read More

Front-End Documents in M&A: Drafting Letters of Intent, Exclusivity and Confidentiality Ag...
September 8, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide M&A counsel with guidance in negotiating and drafting letters of intent (LOIs), confidentiality agreements, and exclusivity agreements. The panel will discuss how these front-end documents set the stage for due diligence and definitive agreements in M&A transactions. The... Read More

Indemnification Recoveries in M&A: Drafting Tax Benefit Offset Provisions
Tax Reporting Issues for Buyers and Sellers
September 1, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the nuances and pitfalls of tax benefit offset provisions in acquisition agreements. The panel will discuss arguments for and against such provisions and how buyers and sellers can best approach the complexity in calculating tax losses or benefits associated with indemni... Read More

SPAC Mergers and Acquisitions: Structuring and Deal Terms, SEC Scrutiny
Pricing and Consideration, Recourse, Earnouts, Closing Conditions, Allocation of Board Sea...
August 5, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the features of de-SPAC merger transactions. The panel will discuss deal terms typically negotiated between the SPAC and the target and how they vary from conventional deals. The panel will also analyze the de-SPAC process of taking the target public, including the offer... Read More

M&A for Technology Companies: Intellectual Property, Human Capital, Due Diligence, and oth...
June 16, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine key issues in M&A transactions involving tech companies. The panel discussion will cover distinguishing features of such M&A transactions, including substantive areas of focus in due diligence, as well as explore key considerations in achieving successful outcomes in suc... Read More

Structuring Independent Sponsorship in M&A: Deal Terms
Management Fees, Promote and Carried Interest, Equity Return Hurdles, Sponsor and Fund Inv...
June 9, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will discuss M&A transactions in which independent sponsors collaborate with traditional private equity and other funding sources in M&A transactions and portfolio management post-acquisition. The panel will discuss exclusivity, non-circumvention and other upfront concerns, sponsor m... Read More

Financing Contingencies in Merger Agreements: Negotiating Buyer Reps, Target Covenants, an...
May 26, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will analyze buyer reps and warranties, target company covenants to cooperate, and other terms typically included in M&A agreements to address financing contingencies. The panel will also discuss the negotiation and drafting of the financing commitment between the buyer and its lende... Read More

Distressed M&A Investing: Exercising Acquisition Opportunities In and Out of Chapter 11 Ba...
May 19, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance on how best to acquire a distressed company from every possible point of entry, whether that consists of buying existing or newly issued stock, merging with the target, buying assets, or buying existing debt in the hope that it converts into ownership. Read More

Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations, Terms to...
May 11, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide M&A counsel to negotiate and draft indemnification provisions in merger documents, asset purchase agreements, and stock purchase agreements. The panel will discuss best practices for addressing challenges that may arise with indemnification claims, explain the various theo... Read More

M&A Deal Process: Defining the Role of the Investment Banker, Avoiding Valuation Issues an...
April 28, 2021 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the costs and benefits of a target engaging an investment banker, including avoiding valuation surprises or disputes, optimizing price and structure, professional management of the sale process, limiting disruptions to the business and its management team, and minimizing... Read More

Structuring M&A Transactions in the Current Market: Deal Points, Financing, MAC Clauses, R...
April 7, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will analyze various ways in which risks associated with the COVID-19 pandemic are currently being addressed in M&A transactions. The panel discussion will include a discussion regarding the latest M&A litigation in the wake of COVID-19 and key provisions such as MAE clauses, operati... Read More

PPP Financing in M&A Transactions
March 3, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide an overview of the factors to consider in structuring, negotiating, and executing an M&A deal involving a PPP loan. The panel will review key issues such as how to treat an outstanding PPP loan balance in a transaction, issues regarding loan forgiveness, and the importan... Read More

Responding to an Unsolicited Acquisition Offer: Board Fiduciary Duties and Strategic Consi...
Advance Preparation, Conflicts of Interest, Application of the Business Judgement Rule
January 6, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine critical issues that directors and their counsel should consider in evaluating and responding to an unsolicited acquisition offer. The panel will discuss steps a company can take to prepare in advance for a takeover bid and suggested procedures for mounting an effective... Read More

Environmental, Social, and Governance Considerations in M&A: Mitigating ESG Risks, Maximiz...
Due Diligence, Reps and Warranties, Preserving ESG Attributes Post-Closing
December 17, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine environmental, social, and governance (ESG) issues, which should be taken into account in M&A transactions, including areas of particular importance in ESG due diligence and the allocation of ESG risk in acquisition agreements. The panel will also discuss how best to int... Read More

Drafting Transfer Provisions in Joint Acquisition Vehicles: Preserving Flexibility, Avoidi...
Tag-Along Rights, Drag-Along Rights, Rights of First Offer, and Rights of First Refusal
September 29, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine joint acquisition arrangements and the issues LLC managers and members (or general and limited partners) must address when negotiating tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first refusal (ROFRs) provisions. Read More

M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities
Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Risk Mitigat...
July 29, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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This CLE course will prepare M&A deal counsel to draft contracts to protect sellers from post-closing liability. The panel will discuss how courts have analyzed different limitation of liability provisions and how they impact buyers and sellers. Read More

Termination Fees in Public and Private Acquisitions: Drafting Forward and Reverse Breakup...
Using Fees to Allocate Risk and Ensure Deal Certainty; Case Law on Enforceability
July 15, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide M&A counsel with guidance on the negotiation and drafting of forward and reverse breakup fee provisions in acquisition agreements. The panel discussion will include the purpose of termination fees for both the acquirer and the target, how they can impact other aspects of... Read More

Reverse and Forward Triangular Mergers: Anti-Assignment Triggers, Tax Implications, Employ...
April 15, 2020 CLE CLE On-Demand, Download
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This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panelist will discuss the law on reverse and forward triangular mergers and the benefits and risks of each alternative. Read More

Antitrust in M&A: Allocating Risk and Responsibility in Merger Agreements
Efforts Clauses, End Dates, Termination Fees, MAC Clauses, Control of Investigation Strate...
February 12, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine provisions that are commonly used to allocate antitrust risk in M&As and how to ensure compliance with those provisions. The panel will provide some real world examples of how these provisions have played out in recent high profile cases when a deal fails to close. Read More

Technology Acquisition in M&A Transactions
Due Diligence of IP, Software, and Other Assets, Reps and Warranties, Transition Services...
January 15, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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This CLE course will examine the contractual and due diligence challenges in acquiring software, AI, and other technology and intellectual property assets and technology-focused companies. The panel discussion will include reps and warranties, indemnity, post-closing transition, and other provisions... Read More

Non-Compete Covenants in M&A: Structuring to Bind Sellers and Key Employees
Navigating State Laws and Recent Court Cases Regarding Enforceability
December 17, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will offer guidance in drafting non-compete clauses in contracts for the purchase and sale of a business. The panel will also discuss related non-compete agreements for key employees, sellers, and founders of the target entity, and the limitations associated with each. The panel will... Read More

Negotiating Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation G...
Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes
July 25, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in negotiating and structuring earnout clauses in M&A agreements that benefit buyers and sellers and reduce the likelihood of post-closing disputes. Read More

Impact of EU GDPR and New California Privacy Law on M&A: New Due Diligence and Other Chall...
Mitigating Risk With Reps and Warranties, Post-Closing Considerations
July 11, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine issues to consider when an M&A target company is subject to the California Consumer Privacy Act (CCPA) or the EU's General Data Privacy Regulation (GDPR), and best practices in conducting due diligence of such companies. The panel will discuss the complexities in determi... Read More

Impact of FIRRMA on M&A: New Pilot Program Notice Requirements, Expanded CFIUS Review of F...
Drafting Acquisition Agreement Provisions to Address CFIUS Review
March 28, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine recent CFIUS reforms under the Foreign Investment Risk Review Modernization Act (FIRRMA) and their impact on M&A transactions involving foreign investors. The panel will discuss CFIUS' expanded review authority, notice and filing requirements under the new pilot program,... Read More

Drafting M&A Transition Services Agreements: Strategies to Maximize Deal Value and Mitigat...
October 2, 2018 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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This CLE course will prepare business counsel to negotiate transition services agreements (TSAs) in M&A transactions. The panel will highlight the key terms that should be included in TSAs and explain negotiation and drafting considerations. Read More

Director Duties in M&A Transactions: Evolving Standards of Review Under Delaware Law
Application of Business Judgment Standard vs. the Entire Fairness Standard in Evaluating F...
September 6, 2018 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will review the latest developments regarding the fiduciary duties corporate directors and officers owe stockholders when considering and conducting an M&A transaction. The panel will discuss recent Delaware court decisions and their implications for director and officer liability, e... Read More

Structuring Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation G...
Drafting Provisions that Protect Buyers and Sellers and Reduce Post-Closing Disputes
May 10, 2018 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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This CLE course will guide deal counsel in negotiating and structuring earnout clauses in M&A agreements that benefit buyers and sellers and reduce the likelihood of post-closing disputes. Read More

M&A Indemnification Deal Terms: 2017 Survey Results
What's Market for Negotiating and Drafting Private Target Company Indemnification Terms
December 13, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the results of Nixon Peabody's 2017 survey of key M&A indemnification deal terms, which is based on a review of 100 private target company acquisition agreements filed with the SEC between June 1, 2016 and Aug. 16, 2017, with a median transaction value of $250 million. T... Read More

M&A Deal Closings: Managing Documentation Requirements, Avoiding Pitfalls
October 18, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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This CLE course will provide guidance to deal counsel for ensuring a smooth M&A closing for clients. The panel will discuss considerations and best practices for managing the documentation requirements--including exhibits, disclosure schedules, written consents and certificates--and anticipating and... Read More

M&A Agreements: Drafting Real Estate and Environmental Contract Provisions
Structuring Environmental Liability Protections and Real Estate-Specific Representations,...
September 20, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to M&A counsel for structuring and drafting real estate-specific representations, indemnification and post-closing adjustment clauses and environmental contract provisions in M&A agreements. The panel will outline effective approaches for identifying, allocating... Read More

Buy-Sell Agreements for Corporations and LLCs: Drafting Stock Redemption, Cross-Purchase a...
Navigating Complex Corporate, Tax, Estate Planning and Insurance Law Issues When Planning...
July 12, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to deal counsel for drafting and negotiating buy-sell agreements for corporations and LLCs that help facilitate the smooth transition of a business interest. The panel will discuss key considerations when crafting the agreements, including defining the events th... Read More

Transactional Risk Insurance in M&A: Reps and Warranties, Contingent Liability and More
Leveraging Insurance to Allocate Risk and Protect Deal Value; Negotiating Coverage and Exc...
April 27, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide deal counsel with a review of the latest trends in the use of transactional risk insurance as a strategic tool to allocate M&A deal risks to an insurer. The panel will discuss the different types of transactional risk insurance available - from representations and warran... Read More

Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpret...
Lessons From Case Law for Interpreting Efforts Provisions and Avoiding Enforceability Pitf...
October 20, 2016 CLE CLE On-Demand, Download
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This CLE course will provide practical guidance to M&A counsel for drafting enforceable best efforts and commercially reasonable efforts clauses in M&A agreements, including a discussion of how courts' interpretations of the provisions have varied from state to state. Read More

Transition Services Agreements for Spin-Offs: Structuring Key Provisions and Mitigating Ri...
Negotiating Scope of Services, Price, Payment, Service Levels, Reps and Warranties, Limita...
July 27, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will prepare deal counsel to draft and negotiate transition services agreements (TSAs) for spin-off transactions, including an examination of key terms that should be included in TSAs. Read More

Financial Projection Disclosure Requirements in M&A Deals: Preparing, Using and Disclosing...
Minimizing Stockholder Claims for Breach of Fiduciary Duty Due to Inadequate or Misleading...
July 20, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to deal counsel on the preparation, use and disclosure of financial projections in M&A deals, including a review of Delaware opinions and SEC staff comment letters addressing this topic. The panel will provide best practices for limiting exposure in stockholder... Read More

Leveraging LLCs in Structuring M&A Transactions
Assessing Deal Structures; Navigating Complex Capital Account and Tax Allocation Principle...
May 12, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to deal counsel for using LLCs to structure M&A transactions and navigating complexities related to capital account and tax allocations in the LLC agreement. The panel will outline common pitfalls and offer best practices and solutions for M&A counsel. Read More

Valuation of Acquisition Targets: Guidance for M&A Counsel
Understanding Valuation Models, Formulas and Techniques; Impact of Valuation on Price, Neg...
April 7, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will highlight what M&A counsel need to understand about valuing the parties to M&A transactions in order to effectively represent their clients. The panel will review common business valuation approaches and methodologies and how the valuation affects final purchase price, the negot... Read More

Drafting Private Company Target Merger Agreements: Risk Allocation, Reps and Warranties, a...
Negotiating Risk Allocation Provisions in Private Mergers After Cigna v. Audax
March 3, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to buyer's and seller's counsel for drafting merger agreements for the sale of a private company target to a private or public company. The panel will discuss how recent case law and market trends are impacting the use and drafting of representations and warrant... Read More

M&A Letters of Intent: Buyer and Seller Strategies for Drafting and Negotiating Preliminar...
December 1, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will prepare deal counsel to negotiate and draft letters of intent that effectively outline material deal terms and establish negotiation parameters. The panel will review the latest legal developments with M&A letters of intent, including common areas of dispute and litigation, and... Read More

Data Privacy and Cybersecurity Due Diligence in M&A Deals
Identifying Vulnerabilities, Drafting Data-Related Provisions in M&A Agreements, Post-Acqu...
September 22, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to deal attorneys for conducting data privacy and cybersecurity due diligence in M&A transactions. The panel will discuss best practices for identifying data protection vulnerabilities, leveraging data assets when negotiating deal value, drafting data and cybers... Read More

Negotiating Covenants and Closing Conditions in M&A Transactions: Practical Tactics and Te...
Crafting Provisions that Protect Buyer and Seller Interests and Minimize Legal Disputes
September 9, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to deal counsel for negotiating covenants and closing conditions in an M&A transaction, highlighting common areas of confusion, dispute and litigation. Read More

M&A Escrow Agreements: Negotiation & Drafting Strategies
Structuring Contract Terms, Dealing With Escrow Agents, Avoiding Conflicts With Acquisitio...
March 11, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide deal counsel in negotiating and drafting escrow agreements in M&A transactions. The panel will examine how the current regulatory landscape for financial institutions is impacting escrows, critical terms in escrow agreements, key considerations when dealing with escrow age... Read More

MAC Clauses and Indemnification Provisions in M&A Deals
Structuring Terms to Minimize Transaction Risks and Post-Closing Disputes
December 5, 2013 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance to buyers' and sellers' counsel for negotiating material adverse change (MAC) clauses and indemnification provisions in M&A deals. The panel will outline approaches to benefit and protect buyers and sellers and reduce post-closing disputes. Read More

M&A Agreements: Structuring Financial Accounting Provisions
Deciphering Valuation Techniques, GAAP Requirements, and Financial Representations to Achi...
October 17, 2013 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide deal attorneys with a review of accounting provisions in M&A agreements, focusing on key financial representations, valuation issues and drafting strategies. Read More

M&A Agreements: Opportunities and Perils in Asset Acquisitions
Structuring and Documenting the Merger or Acquisition Transaction
March 21, 2013 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide counsel a review of special considerations to decide whether to structure a transaction as a purchase of assets rather than as a stock purchase or a merger. The panel will outline the mechanics of the asset transaction, highlighting key points to address and documentatio... Read More

M&A Contracts and the Role of Written Representations
Navigating Lead-Ins, Disclosures in Schedules, Qualifications and Exceptions, the "Bring-D...
January 10, 2013 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide deal counsel with a review of the key role that representations play in M&A contracts. Our presenter will discuss the importance of properly structuring representations in an acquisition agreement, outline issues to consider, and offer strategies for drafting the represe... Read More

M&A Deal Protection Terms: Leveraging Recent Court Decisions
Negotiating No-Solicitation, Standstill, Fiduciary Outs, Matching Rights, and Change of Re...
August 30, 2012 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide guidance for drafting contractual deal protection terms and addressing related legal issues in public company mergers and acquisitions (M&A). The panel will discuss pre-signing deal protections, no-solicitation clauses, matching rights, fiduciary outs, and change of reco... Read More