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Private Equity M&A Key Deal Terms: Rollover Equity, Bolt-On, Tuck-In and Platform Acquisit...
Negotiating and Structuring Private Equity M&A Transactions in a Changing Market
September 5, 2019 CLE Live Webinar

This CLE webinar will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity; bolt-on, tuck-in and platform acquisitions; earnouts; seller paper; reverse break fees; and representation and warranty insurance. 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 CLE webinar 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

Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Consideration...
Structuring Terms to Minimize Financial Risks
July 18, 2019 CLE CLE On-Demand, Download

This CLE webinar will guide M&A counsel on 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 variou... 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 CLE webinar 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 determ... Read More

M&A Post-Closing Purchase Price Adjustments: Drafting and Negotiating Strategies
Defining Working Capital, Baseline Amount and Accounting Principles; Overlap With Indemnif...
May 14, 2019 CLE CLE On-Demand, Download

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

Reps and Warranties Insurance in M&A: Critical Tool to Mitigate Risk and Close Deals
Evaluating When Insurance is Appropriate, Negotiating Coverage and Exclusions
March 14, 2019 CLE CLE On-Demand, Download

This CLE webinar 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 a... Read More

M&A Disclosure Schedules: Seller and Buyer Perspectives
Making and Updating Disclosures in U.S. and Cross-Border Deals
January 24, 2019 CLE CLE On-Demand, Download

This CLE webinar will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, review buyer and seller perspectives on updating disclosures, explain best practices for tailoring disclosures to related provisions of the purchase agreement, and discuss current "hot issues" i... Read More

M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks and Their Counsel
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification and M...
January 10, 2019 CLE CLE On-Demand, Download

This CLE webinar will prepare M&A counsel to prepare 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

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
November 29, 2018 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for negotiating and drafting material adverse change (MAC) clauses and the key indemnification provisions in M&A deals. Panel discussion will include industry trends in deal negotiation and the impact of the recent Akorn decision. Read More

Drafting M&A Transition Services Agreements: Strategies to Maximize Deal Value and Mitigat...
October 2, 2018 CLE CLE On-Demand, Download

This CLE webinar 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

Equity Rollovers in M&A: Bridging the Finance and Valuation Gap
Negotiating and Structuring Rollovers; Tax Considerations for Buyers and Sellers
September 20, 2018 CLE CLE On-Demand, Download

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

M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities
Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Risk Mitigat...
August 14, 2018 CLE CLE On-Demand, Download

This CLE webinar 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 affect buyers and sellers. Read More

M&A Buyer Protection Provisions Beyond Indemnification for Breaches of Representations and...
Minimizing Buyer's Risk with Provisions Including Purchase Price Adjustments, Contingent P...
May 31, 2018 CLE CLE On-Demand, Download

This CLE webinar will guide deal counsel in negotiating and drafting provisions in M&A purchase agreements that provide additional protections to buyers beyond indemnification for breaches of representations and warranties. The panel will outline approaches for leveraging purchase price adjustments,... 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 CLE webinar 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

Private Company Acquisition Agreements: Drafting Reps, Warranties, Covenants and Closing C...
April 25, 2018 CLE CLE On-Demand, Download

This CLE webinar 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 are impacting the drafting of these critica... Read More

Front-End Documents in M&A: Drafting Letters of Intent, Exclusivity and Confidentiality Ag...
April 19, 2018 CLE CLE On-Demand, Download

This CLE webinar 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

Structuring Reverse and Forward Triangular Mergers
Anti-Assignment Triggers, Tax Implications and Employment Considerations
January 18, 2018 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for structuring a transaction as a reverse or forward triangular merger. The panel will discuss the law on reverse and forward triangular mergers and the benefits and risks of each alternative. 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 CLE webinar 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.... Read More

Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and...
November 15, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions and other key provisions, and will outline best pract... Read More

M&A Deal Closings: Managing Documentation Requirements, Avoiding Pitfalls
October 18, 2017 CLE CLE On-Demand, Download

This CLE webinar 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 an... Read More

M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks and Their Counsel
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification and M...
October 11, 2017 CLE CLE On-Demand, Download

This CLE webinar will prepare M&A counsel to negotiate engagement letters between a buyer or seller and its investment bank. The panel will examine and discuss key sections of an engagement letter and effective negotiation strategies. 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 CLE webinar 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, allocatin... 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 CLE webinar 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 t... Read More

Managing Data Privacy and Cybersecurity Risks in M&A Deals: Pre-Planning, Due Diligence an...
Minimizing Impact of Cybersecurity Vulnerabilities on Transaction Value
May 4, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal attorneys for 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, from developing a... 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 CLE webinar 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 warra... 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

This CLE webinar 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 CLE webinar 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 CLE webinar 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 CLE webinar 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 CLE webinar 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 nego... 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 CLE webinar 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 warran... Read More

Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Taxes, Secur...
February 4, 2016 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating purchase price, representations, warranties, indemnification and other key provisions. The panel will also outline tax issues an... 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 CLE webinar 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 CLE webinar 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 cyber... 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 CLE webinar 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 CLE webinar 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 ag... 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 CLE webinar 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 CLE webinar 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 CLE webinar 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 documentati... 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 CLE webinar 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 repres... 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 CLE webinar 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 rec... Read More

M&A Purchase Price Adjustment Clauses
Crafting Provisions to Mitigate Buyers' Financial Risks and Achieve Fair Compensation for...
March 29, 2012 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with a review of the benefits and importance of structuring a purchase price adjustment provision in an acquisition agreement. The panel will review key issues to consider and offer approaches for crafting the purchase price adjustment terms. Read More