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

This CLE webinar will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity; the "buy-and-build" strategy; earnouts; seller paper; reverse break-up fees; and representation and warranty insurance. Read More

This CLE webinar 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 lim... Read More

This CLE webinar will examine the use of special committees in M&A transactions where directors or significant shareholders have a conflict of interest. The panel will discuss the formation of a special committee, the committee's role in evaluating and negotiating a proposed transaction, how the com... Read More

This CLE webinar 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 importa... Read More

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

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

This CLE webinar 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 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 in... Read More

This CLE webinar will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel discussion will also include results from the latest SRS Acquiom Survey regarding earnout provisions in M&A transactions, and how that may infor... Read More

This CLE webinar will examine the types of post-closing breach claims that arise most frequently in M&A transactions. The panel will share practical tips to help buyers and sellers negotiate and draft more robust deal documents, and discuss litigation strategies that should prove useful to parties w... Read More

This CLE webinar will examine current market trends and related tax developments arising in the COVID-19 deal environment, including: (i) common transaction types; (ii) typical consideration packages (including earn-outs / price protection); and (iii) an overview of related general tax consideration... Read More

This CLE webinar will provide M&A counsel with a thorough understanding of going-private transactions, including strategic considerations, fiduciary duty issues, procedural safeguards, and required disclosures. Read More

This CLE webinar 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 nec... Read More

This CLE webinar 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 webinar 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 both buyers and sellers. Read More

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

This CLE webinar will discuss how public companies that have seen their market capitalizations adversely impacted by COVID-19 have increasingly turned to shareholder rights plans, also known as "poison pills," to protect themselves against activist investors, opportunistic investors, and strategic b... Read More

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 impact buyers and sellers. Read More

This CLE webinar 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 o... Read More

This CLE webinar will discuss the issues specific to sponsor-strategic partnerships formed to facilitate M&A deals. The panel will explore the advantages of these alliances and the questions regarding governance, decisionmaking, bidding, and essential considerations regarding exit strategies. Read More

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, and explain best practices for tailoring disclosures to related provisions of the purchase agreement. The panel will also discuss cu... Read More

This CLE webinar will examine the structuring of stock acquisitions from both the buyer and target company perspective. The panel will discuss the advantages of stock vs. asset acquisitions and some key due diligence issues presented in acquiring all the assets and accompanying liabilities of a comp... Read More

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

This CLE webinar 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 as well as key provisions such as MAE clauses,... Read More

This CLE webinar will examine key legal considerations involved in structuring acquisitions of family-owned businesses. The panel will discuss strategies for addressing valuation, conducting due diligence, and evaluating whether to structure the deal as a stock purchase, asset purchase, or purchase... Read More

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. The panelist discussion will include industry trends in deal negotiation and the continuing impact of the Akorn decision. Read More

This CLE webinar 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 webinar will provide guidance on how best to acquire a distressed company from various points 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 webinar 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 discuss the implications of 2018 and 2019 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

This CLE webinar 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 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

This CLE webinar will examine entity structuring alternatives when acquiring or selling a pass-through entity, with particular emphasis on their differing impacts on sellers and purchasers (such as the impact on tax basis step-up, financing considerations, rollover and tax deferral issues, and incen... Read More

This CLE webinar 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 provision... Read More

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

This CLE webinar will offer guidance in drafting non-compete clauses in contracts for the purchase and sale of a business. The panel will also discuss related non-compete agreements for key employees, sellers, and founders of the target entity, and the limitations associated with each. The panel wil... Read More

This CLE webinar will examine the legal and operational issues which companies must address once an acquisition or merger has closed and two or more companies must operate as one. The panel discussion will include corporate restructuring, workforce integration, IP, antitrust, healthcare regulatory,... Read More

This CLE webinar 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 that are beyond indemnification for breaches of representations and warranties. The panel will outline approaches... Read More

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

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

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

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

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

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

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

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

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

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

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

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

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

This CLE webinar will provide M&A counsel with a review of fairness opinions and projections in financial disclosure summaries, including best practices regarding disclosure of management's projections and financial advisers' potential conflicts, the "fair summary" requirement for bankers' analyses,... Read More

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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