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M&A Litigation Update: Standard of Deal Review, Appraisal Rights, D&O Fiduciary Duties
Implications of Recent Delaware Case Law for Planning, Negotiating and Drafting Deal Docum...
October 18, 2018 CLE Live Webinar

This CLE webinar will discuss the implications of 2017 and 2018 Delaware court decisions for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on the standard of review in the third-party merger context, appraisal rights actions and more. 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 Live Webinar

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

M&A Post-Closing Disputes: Minimizing and Resolving Disputes Over Working Capital Adjustme...
November 15, 2018 CLE Live Webinar

This CLE webinar will examine the common causes of M&A post-closing disputes regarding working capital adjustments and earnouts. The panel will discuss strategies for mitigating the likelihood of post-closing disputes, and considerations and best practices for resolving them. 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 Live Webinar

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 as informed by the most recent ABA deal points survey. 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 5, 2018 CLE, CPE Live Webinar

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

Negotiating and Navigating the Fraud Exception in Private Company Acquisitions
Key Considerations For Drafting a Fraud Exception to an M&A Contractual Indemnification Pr...
October 9, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine the game-changing role the fraud exception could play in private target M&A agreements, with a focus on contouring limitations on indemnification and other remedies based on fraud claims. 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

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

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

Avoiding Corporate Successor Liability in Asset Purchases
Mitigating Risk Exposure Through Due Diligence, Contractual Provisions, Reps and Warrantie...
August 7, 2018 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to M&A counsel for mitigating the risk of successor liability with asset purchases. The panel will discuss the circumstances in which successor liability claims may arise and describe how due diligence, contractual provisions in the asset purchase agreements, a... Read More

Antitrust Compliance in M&A: Due Diligence, Pre-Merger Communications, Conduct Prior to Cl...
August 1, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine antitrust issues which can arise throughout key points of an M&A transaction. Panel discussion will include best practices for avoiding antitrust scrutiny during due diligence and pre-merger negotiations; antitrust provisions to include in the merger agreement; how to d... 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

M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or De...
Identifying and Addressing Trouble Spots That Risk Post-Closing Losses, Impede Recovery or...
July 12, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine the types of post-closing breach claims that arise most frequently in M&A transactions, share practical tips to help buyers and sellers negotiate and draft stronger deal documents, and discuss litigation strategies that should prove useful to parties who find themselves... 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

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

Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provi...
Promoted Interest, Carried Interest, Cash Flow Splits and Related Issues
March 22, 2018 CLE, CPE, EA CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for 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 split... Read More

M&A and Tax Reform: New Deal Structure Considerations
Capital Expensing, Transition Tax, Business Interest Deduction, NOL Carryforwards, Executi...
March 15, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine provisions of the new tax reform law that could have a significant impact on the structuring of mergers and acquisitions. The panel will discuss the steps counsel should take now with M&A deals in process, and upfront issues to consider in transactions going forward. Read More

Acquisition Financing in M&A Transactions: Reconciling Deal Terms With Loan Terms and Clos...
March 1, 2018 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

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

Reps and Warranties Insurance in M&A: Critical Tool to Mitigate Risk and Close Deals
Evaluating When Insurance is Appropriate, Negotiating Coverage and Exclusions
February 15, 2018 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

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

Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information...
January 4, 2018 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for drafting shareholder agreements that accompany private equity (PE) transactions. The panel will examine considerations and best practices to ensure that shareholder agreements are effective and binding on shareholders throughout the life cyc... 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

Negotiating Private Equity M&A Key Deal Terms
Rollover Equity; Bolt-on, Tuck-in and Platform Acquisitions; Earnouts and More
October 25, 2017 CLE CLE On-Demand, Download

This CLE webinar will guide M&A counsel in negotiating private equity M&A transactions, including rollover equity; bolt-on, tuck-in and platform acquisitions; earnouts; seller paper; reverse break fees; and representation and warranty insurance. 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

Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Consideration...
Structuring Terms to Minimize Financial Risks
August 24, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide guidance for 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, exp... 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

Carve-Out Transactions: Strategies for Due Diligence and Structuring the Deal
June 28, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with a review of considerations specific to carve-out deals, whether a business division is being sold to a third party via an asset sale, stock sale, or a combination of the two. The panel will discuss best practices for conducting due diligence and struct... Read More

M&A Post-Closing Purchase Price Adjustments: Planning and Drafting Strategies
Defining Working Capital, Setting Baseline Amount, Specifying Accounting Principles, Navig...
May 25, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to counsel drafting and negotiating purchase price adjustments (PPAs) provisions in M&A acquisition agreements. 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

M&A Disclosure Schedules: Seller and Buyer Perspectives on Making and Updating Disclosures...
January 12, 2017 CLE CLE On-Demand, Download

This CLE webinar will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, discuss buyer and seller perspectives on updating disclosures, explain best practices for preparing disclosures that are tailored to related provisions of the purchase agreement, and discuss cur... Read More

Pursuing or Defending Against M&A Post-Closing Indemnification Claims: Guidance for Deal C...
Evaluating Claims, Navigating the Process, Leveraging Claim and Damages Limitations, and M...
October 27, 2016 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel pursuing or defending against post-closing indemnification claims alleging breaches of representations, warranties and covenants contained in purchase agreements for M&A transactions, whether relating to issues identified by the buyer or as a re... 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

Attorney-Client Privilege in M&A Deals: Lessons From Recent Cases for Preserving and Contr...
December 21, 2015 CLE CLE On-Demand, Download

This CLE webinar will guide deal counsel in navigating the challenges of preserving and controlling the attorney-client privilege in the context of M&A transactions. The panel will discuss when and how the attorney-client privilege is implicated in communications and documents exchanged between pros... 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

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

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

Corporate Governance in M&A Deals: Protecting Shareholder Interests, Avoiding Litigation a...
Assessing and Managing Governance Issues During Due Diligence, Deal Execution, and Post-Me...
September 3, 2015 CLE CLE On-Demand, Download

This CLE webinar will guide deal counsel in evaluating, managing and mitigating corporate governance risks when undertaking an M&A transaction. The panel will discuss best practices during due diligence, deal execution and post-merger integration to protect shareholder interests. Read More

Acquisition Financing Trends for Private Equity Sponsors and Strategic Buyers: Commitment...
Evaluating Current Financing Options, Negotiating and Structuring Loan Terms
August 5, 2015 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to deal counsel for evaluating and structuring acquisition financing in the current deal market. The panel will discuss recent trends and practical strategies for approaching commitment letters and loan documentation. 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

Non-Compete Agreements in Business Sale Transactions: Buyer and Seller Considerations
Drafting Enforceable Restrictive Covenants, Optimizing Tax Treatment of the Agreements
July 9, 2015 CLE CLE On-Demand, Download

This CLE webinar will offer guidance to deal counsel for drafting non-compete clauses in contracts for the purchase and sale of a business. The panel will examine key enforceability and tax considerations with non-competes and strategies to avoid unintended legal consequences and optimize the tax tr... 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 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

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 Financial Advisor Liability: Lessons from Recent Delaware Rulings
Navigating Aiding and Abetting Breach of Fiduciary Duty Claims, M&A Litigation Settlements...
July 31, 2014 CLE CLE On-Demand, Download

This CLE webinar will provide M&A deal and litigation counsel and counsel to M&A financial advisors with a detailed review of the latest Delaware developments regarding the potential liability of financial advisors for aiding and abetting breach of fiduciary duty claims, M&A litigation settlements a... Read More

Structuring Successful Joint Ventures: Navigating Formation, Capital, Control and Other Co...
Selecting the Right Partner and Legal Structure, Negotiating Corporate Governance
June 3, 2014 CLE CLE On-Demand, Download

This CLE webinar will examine the key legal considerations for forming a successful business joint venture (JV), including the appropriate legal structure for the JV, capital contributions, corporate governance issues and management and control issues. The panel will offer strategies for minimizing... Read More

Conflicted M&A Deals at Private Companies: Emerging Issues
Navigating Conflicts of Interest Among Controlling Investors, Boards of Directors, LLPs an...
December 19, 2013 CLE CLE On-Demand, Download

This CLE webinar will discuss emerging issues in conflicted deals at private companies, and conflicts that arise as boards and controlling shareholders attempt to structure deals when stakeholders have different rights, different interests and other extenuating circumstances. The program will discus... 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 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

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

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 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 Fairness Opinions and Projections in Financial Disclosure Summaries
Leveraging Developments on Disclosure of Management Projections, Financial Advisors’ Poten...
February 21, 2013 CLE CLE On-Demand, Download

This CLE webinar will provide deal and litigation counsel with a review of M&A fairness opinions and projections in financial disclosure summaries, including Delaware courts' recent opinions and transcript rulings regarding disclosure of management's projections, developments disclosure of financial... 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 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 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 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 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

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

Revlon Duties and Other Board of Director Disclosure Requirements in Mixed-Consideration M...
Lessons Learned from Recent Delaware Decisions: Smurfit Stone, Del Monte, Atheros and Othe...
September 28, 2011 CLE CLE On-Demand, Download

This CLE webinar will provide deal counsel with a review of the Delaware courts' decisions impacting the M&A sales process, including mixed-consideration mergers. The panel will also discuss the disclosures that boards of directors and other parties must make to avoid unwanted delays in closing the... Read More

Deal Consummation Risk in M&A Transactions
Negotiating MAC Clauses, Financing Contingencies, Reverse Termination Fees and Specific Pe...
July 28, 2011 CLE CLE On-Demand, Download

This CLE webinar will provide counsel to buyers and sellers with best practices for negotiating and structuring deal consummation risk provisions and discuss current trends in the use of these provisions in M&A. Read More

Hostile Takeover Defenses: Recent Decisions
Evaluating and Structuring Anti-Takeover Strategies
June 23, 2011 CLE CLE On-Demand, Download

This CLE webinar will provide guidance to counsel for evaluating and structuring strategies to address hostile takeovers. The panel will review relevant Delaware cases and will also consider other states' takeover regimes. Read More

Leveraging Section 363 in Mergers and Acquisitions
Analyzing the Evolving Risks and Benefits of Buying and Selling Distressed Assets
December 2, 2009 CLE CLE On-Demand, Download

This CLE seminar will discuss strategies for counsel involved in Section 363 sales and acquisitions, including a thorough briefing of the evolving risks and benefits and best practices for executing a distressed company M&A deal. Read More