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Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provi...
Promoted Interest, Carried Interest, Cash Flow Splits and Related Issues
November 14, 2019 CLE Live Webinar

This CLE webinar will guide deal counsel on structuring capital contribution and distribution provisions in equity joint venture (JV) agreements. The panel will discuss key legal and tax issues and JV agreement provisions, including promoted interest, carried interest, cash flow splits, and related... Read More

Structuring REIT Mergers and Acquisitions: Due Diligence, Preserving REIT Status, Tax Conc...
Addressing Unitholder Rights in UPREITs, Coordinating Dividend Payments, Deal Protection P...
September 19, 2019 CLE CLE On-Demand, Download

This CLE webinar will examine legal and tax issues particular to REIT mergers and acquisitions. The panel will discuss due diligence, valuation and structuring, as well as shareholder litigation concerns in REIT and UPREIT transactions. Read More

Acquisition Financing in M&A Transactions: Reconciling Deal Terms With Loan Terms and Clos...
August 7, 2019 CLE CLE On-Demand, Download

This CLE webinar will discuss the challenges of closing an M&A transaction on terms consistent with the requirements of an acquisition lender. The panel will explain how each aspect of the acquisition and the financing impacts the other, and the role of both the buyer and the target company in succe... Read More

Structuring Carve-Out Transactions: Key Deal, Environmental, Intellectual Property, and Ot...
Allocating Assets and Liabilities, Due Diligence, Reps, and Warranties, Consents
June 6, 2019 CLE CLE On-Demand, Download

This CLE webinar will examine the key considerations in structuring carve-out transactions. Our panel's discussion will include best practices for determining and segregating carve-out assets and liabilities, timing and pricing issues, environmental and intellectual property concerns, transition ser... Read More

Selling a Closely-Held Business
Navigating Complexities Regarding Process, Valuation, Due Diligence, Structure, Negotiatio...
May 23, 2019 CLE CLE On-Demand, Download

This CLE webinar will examine legal considerations for counsel involved in the sale of closely held businesses. The panel will discuss strategies for evaluating whether to structure a deal as a stock sale, asset sale or merger, and address specific critical deal terms, provide negotiation tips, disc... Read More

Structuring Divisive Mergers Under the Delaware and Texas Statutes
April 23, 2019 CLE CLE On-Demand, Download

This CLE webinar will examine the divisive merger statutes of Delaware, which was enacted in 2018 and applies only to LLCs, and Texas, which was adopted in 1989 and applies to all Texas entities. The panel will guide M&A counsel on how to structure a divisive merger and will also discuss the implica... Read More

Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information...
April 4, 2019 CLE CLE On-Demand, Download

This CLE webinar will guide deal counsel for drafting shareholder agreements that accompany private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, i... Read More

Advanced Tax Considerations for Negotiating, Structuring and Documenting M&A Transactions
Evaluating Taxable Versus Tax-Free Deals, Stock Sales Versus Asset Sales, Tax-Free Reorgan...
December 6, 2018 CLE, CPE CLE On-Demand, Download

This CLE/CPE webinar will provide an advanced discussion of tax considerations deal attorneys must take into account when negotiating, structuring and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock p... Read More

Mergers and Acquisitions of Pass-Through Entities: Structuring to Minimize Taxes and Maxim...
Pros and Cons of LLCs, Partnerships and S Corps; C-Corp Conversions; Impact of Tax Reform
November 8, 2018 CLE, CPE CLE On-Demand, Download

This CLE/CPE webinar will examine entity structuring alternatives when acquiring or selling a pass-through entity, with particular emphasis on the tax ramifications of C corporations as opposed to partnerships or LLCs. The panel will also discuss C corp conversions, hybrid structures, and the treatm... Read More

Bidding Strategies in M&A Auctions: Planning and Executing Winning Bids, Minimizing Costs...
September 27, 2018 CLE CLE On-Demand, Download

This CLE webinar will discuss strategies for planning and executing a successful bid in an M&A auction and tactics for bidders to strike the right balance between going the extra mile to win bids and minimizing the cost of losing bids. Read More

Structuring Management Incentive Equity Arrangements in Private Equity Acquisitions
July 19, 2018 CLE CLE On-Demand, Download

This CLE webinar will analyze equity and other incentives for managers of a target company in private equity acquisitions. The panel will discuss various approaches to the types of equity or other incentives offered, vesting, treatment of incentives when managers leave the company, anti-dilution rig... Read More

Structuring M&A and Private Equity Sales Involving Employee Stock Ownership Plans
Evaluating Advantages and Risks, Best Practices for Structuring the Deal
June 26, 2018 CLE CLE On-Demand, Download

The CLE webinar will examine the growing use of leveraged employee stock ownership plans ("ESOPs") in structuring acquisitions, divestitures and private equity sales and purchases. The panel will discuss the advantages and challenges of selling all or part of a business to an employee stock ownershi... Read More

Software License Due Diligence in M&A Deals: Evaluating Open Source and Other Software Ass...
February 22, 2018 CLE CLE On-Demand, Download

This CLE webinar will provide guidance for M&A counsel on conducting software license due diligence before closing the deal. The panel will explain key considerations when evaluating open source and other software assets and discuss best practices to mitigate the risk of acquiring software assets wh... Read More

Insurance Due Diligence in M&A Deals: Evaluating Coverage and Gaps, Mitigating Risks and P...
October 29, 2015 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal attorneys for conducting insurance due diligence in M&A transactions. The panel will discuss strategies for identifying coverage gaps and potential insurance-related liabilities and drafting insurance-related risk provisions in M&A agreements, and an ov... Read More

Going-Private Transactions: Deal Structure Considerations, SEC Disclosure Obligations, Fid...
Structuring Deals and Implementing Procedural Safeguards to Withstand Heightened SEC and S...
October 15, 2015 CLE CLE On-Demand, Download

This CLE webinar will examine the benefits and risks of going-private transactions and discuss best practices for deal counsel involved in taking a public company private. The panel will review key considerations regarding SEC mandatory disclosures, fiduciary duties, timing and structure of the tran... Read More

Contract Assignment in M&A Transactions: Guidance for Deal Counsel
Navigating the General Rule and Exceptions to Assignability and the Impact of Deal Structu...
July 23, 2015 CLE CLE On-Demand, Download

This CLE webinar 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 impa... Read More

Conducting Sell-Side Due Diligence in M&A: Maximizing Deal Value and Minimizing Closing De...
June 4, 2015 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to M&A counsel for planning and executing a successful sell-side due diligence process in order to maximize deal value and minimize transaction delays. Read More

M&A Tax Considerations for Buyers and Sellers When Negotiating, Structuring and Pricing De...
April 22, 2015 CLE, CPE, EA CLE On-Demand, Download

This CLE webinar will provide deal attorneys with a review of complex tax issues in M&A deals. The panel will focus on the types and impact of taxable and tax-free acquisitions, divisive reorganizations, earnouts and other deferred payments for buyers and sellers. Read More

M&A Transaction Consideration: Evaluating Cash, Stock, Seller Notes and Earnouts
Weighing the Financing and Tax Benefits and Risks of Cash and Non-Cash Purchase Considerat...
December 4, 2014 CLE CLE On-Demand, Download

This CLE webinar will examine key factors for deal counsel when evaluating whether to use cash, stock, seller notes, earnouts or other non-cash options as purchase consideration in M&A deals. The panel will also discuss how counsel can mitigate risks associated with different forms of consideration. Read More

Shareholder Activism in M&A: Anticipating and Responding to Shareholder Challenges
Planning for Activist Objections to Board Representation, Deal Price and Appraisal Rights...
October 30, 2014 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with a review of the latest trends in activism by shareholders in response to planned M&A. The panel will outline practical steps for deal counsel to anticipate and manage challenges by shareholders. Read More

Spin-Offs and Carve-Out Divestitures: Navigating Legal and Tax Challenges
Key Considerations for Deal Structuring, Economic Terms, Due Diligence, Asset Transfers, a...
August 28, 2014 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for navigating and structuring spin offs and carve outs. The panel will examine key legal, business and tax considerations for deal structuring, economic terms, due diligence, asset transfers, and more. Read More

M&A Deal Risks: Opinions of Counsel and Closing Preparedness
Structuring Opinion Letters and Other Documents to Avoid Closing Pitfalls and Counsel Liab...
October 30, 2013 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with an understanding of the benefits and pitfalls associated with issuing opinions of counsel for M&A closings. The panel will look at the challenges from the seller's and target's perspective, offer drafting and negotiating approaches to avoid client and... Read More

Getting M&A Deals Done: Legal Risks and Effective Strategies
Managing Changes and Mitigating Risks Between Signing the Acquisition Agreement and Closin...
August 8, 2013 CLE CLE On-Demand, Download

This CLE webinar will provide M&A counsel with best practices for deferred closings. The panel will review obtaining consents and handling changes in the target between signing and closing, including material adverse changes, allocating risk, satisfying closing conditions, and terminating the agreem... Read More

Tender Offers and the New Streamlined Process for Deal Structuring
Navigating DGCL 251(h) and Timing Issues for Back-End Mergers
July 11, 2013 CLE CLE On-Demand, Download

This CLE webinar will provide an overview of Section 251(h) of the Delaware General Corporation Law, including the legal landscape prior to its adoption and the impact it is likely to have on deal structuring in the form proposed. Read More

M&A Counsel and Dealmaking: Leveraging Access to Capital and Market Conditions
Managing Post-Closing Integration, Governance and Due Diligence Challenges
May 16, 2013 CLE CLE On-Demand, Download

This CLE webinar will examine key legal trends and market conditions affecting M&A dealmaking, focusing on ways that deal size affects term strategy, post-closing integration and planning for failure to meet pre-closing objectives, directors' governance and due diligence issues including a properly... Read More

M&A Trends in Deal Terms and Tactics: Understanding Recent Legal Challenges, Leveraging Ca...
November 20, 2012 CLE CLE On-Demand, Download

This CLE webinar will provide M&A counsel with a concise review of current trends in M&A deal terms, discuss developments driving these trends, and outline common issues and negotiations in deals. The program will include mock negotiations to illustrate the considerations and factors driving outcome... Read More

M&A Transactional Insurance: Tools for the Deal Professional
Navigating Transactional Insurance to Mitigate Risk and Protect Against Erosion of Post-Cl...
June 14, 2012 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with a review of M&A insurance coverage, discuss the potential benefits and traps associated with M&A transactional insurance, and examine ways to mitigate risk among buyers and sellers. Read More

M&A Transactions: Assessing D&O Fiduciary Duties
Mitigating Risks of Shareholder Litigation When Evaluating and Negotiating Deals
March 7, 2012 CLE CLE On-Demand, Download

This CLE webinar will provide guidance for deal counsel and securities litigators to avoid and defend against shareholder lawsuits filed in response to an M&A deal announcement. Read More