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...
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...
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...
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...
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...
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...
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...
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...
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...
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...
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.
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.
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.
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...
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...
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.
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...
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.
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.