This CLE course will provide guidance to deal counsel for addressing the assignment of commercial contracts from the target company to the buyer in the context of a merger and acquisition (M&A) transaction. The panel will discuss the circumstances under which a contract cannot be assigned, the impac... Read More

This CLE course will provide M&A counsel with guidance in negotiating and drafting confidentiality agreements, letters of intent (LOIs), 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

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

This CLE webinar will provide guidance for deal counsel on the importance of careful contract construction in the LLC context to mitigate the risks of merger disputes. The panel will discuss lessons learned from recent merger cases, highlight the importance of understanding the default rules of the... Read More

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

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

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

This CLE webinar will provide guidance to M&A counsel for drafting and negotiating buy-sell agreements that help facilitate the smooth transition of a business interest. The panel will discuss key considerations when crafting these agreements, including defining the events that trigger the sale or t... Read More

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

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

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

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

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

This CLE course will examine the components of a well-structured earnout provision 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... Read More

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 ($25 million or less) deals more appropriately. The panel will also include practical tips and tricks for documenting and closing smaller deals efficientl... Read More

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

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

This CLE webinar will guide M&A counsel on conducting effective intellectual property (IP) due diligence in merger and acquisition transactions. The panel will outline best practices for conducting a thorough IP investigation and provide strategies for using due diligence findings when negotiating d... Read More

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

This CLE webinar will provide an overview of how contingent value rights (CVRs) can be leveraged as a value-bridging tool when negotiating and structuring public company M&A deals. The panel will explain the types of deals and conditions for which CVRs are best suited and discuss best practices for... Read More

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 the FTC's new rule banning most noncompetes, the rule's application in M&A transactions, and the interplay of the new r... Read More

This CLE webinar will provide deal lawyers with an overview of the relevant securities law considerations relating to M&A transactions involving private and public companies. The program will focus on due diligence considerations, structuring the deal, transaction-related disclosures, and registrati... Read More

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

This CLE webinar will provide guidance to M&A counsel for addressing the unique and heightened legal risks in M&A transactions involving government contractors. The panel will discuss best practices for conducting thorough due diligence and allocating and mitigating risks, as well as review the rece... Read More

This CLE webinar will provide guidance for negotiating and enforcing remedies when a deal fails to close due to a breach by either party with a focus on specific performance, limitations on recovering monetary damages, and reverse breakup fee provisions. The panel will provide considerations for buy... Read More

This CLE webinar will discuss the latest trends in transactional insurance in M&A deals as a strategic way to manage risks and improve deal and business outcomes for both purchasers and sellers. The panel will discuss the different types of transactions insurance available, including representations... Read More

This CLE course will guide M&A counsel in negotiating and drafting 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... Read More

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

This CLE webinar will explore the opportunities, risks, and rewards of acquiring an AI company. The panel will discuss the unique due diligence concerns on a target in the AI space, special considerations for drafting the purchase agreement, and how these deals require careful allocation of risk thr... Read More

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

This CLE course will prepare deal lawyers and business counsel on best practices for negotiating and structuring transition services agreements (TSAs) in M&A transactions, particularly in carve-out deals when the sale of a business unit is operationally integrated with the rest of the parent company... Read More

This CLE webinar will discuss the unique aspects and strategies involved in structuring the purchase/sale of a financially distressed company. The panel will discuss the various types of deal structures including out-of-court restructuring, Chapter 11 restructuring, receivership, assignment for the... Read More

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

This CLE course will provide a holistic view of data protection aspects needed for successful M&A transactions. Increasingly, issues are being raised around risks relating to sensitive personal data, which can have a significant impact on current and future valuations and liabilities. The panel will... Read More

This CLE webinar will examine the different approaches that can be taken in acquiring or merging with a U.S. public company and certain fundamental elements of a public company deal. The panel will also discuss the issues that can give rise to shareholder actions opposing a proposed merger and how t... Read More

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

This CLE webinar will examine applications of data analytics and artificial intelligence in the M&A process. The panelist will discuss the use of data analytics and AI in evaluating potential targets, how they can inform due diligence of a target company, and the challenges of reconciling conflictin... Read More

This CLE webinar will examine sandbagging issues in M&A, including different approaches counsel can take in acquisition agreements, and how Delaware and New York courts have addressed sandbagging when deal documents are silent on the issue. The panel will also discuss sandbagging in the context of R... Read More

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

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

This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panel will discuss the law on reverse and forward triangular mergers and the tax benefits and risks of each. The panel will also discuss alternative structures including double dummy h... Read More

This CLE webinar will discuss factors to consider when structuring an M&A transaction involving a government contractor. The panel discussion will include identifying contract requirements and whether the target is in compliance, how to mitigate risks in the purchase agreement, anti-assignment and n... Read More

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 typical LLC agreement. The panel will outline common pitfalls and offer best practices and solutions for M&A counsel. Read More