This CLE course 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 explore the differences between an asset sale and a stock sale in M&A transactions. The panel will review the advantages and disadvantages of each type of deal structure from a buyer's and seller's perspective and provide tips for negotiating each type of deal. Read More

This CLE course 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 cur... Read More

This CLE course will examine entity structuring alternatives when acquiring or selling a pass-through entity, emphasizing their differing impacts on sellers and purchasers such as the impact on tax basis step-up, financing considerations, rollover and tax deferral issues, and incentive equity and se... Read More

This CLE program will explore the increased prevalence of materiality scrapes in private M&A transactions. The panel will discuss the purpose, function, and implications of materiality scrapes, buyer and seller perspectives, possible areas of compromise, and the role of rep and warranty insurance. Read More

This CLE course will discuss the disclosure obligations of directors and officers when obtaining shareholder consent to a private company merger. The panel will discuss the duty to notify shareholders, information that should be provided about a pending transaction, omissions that can be materially... Read More

This CLE webinar will examine sandbagging issues in M&A, including different approaches counsel can take in acquisition agreements, and how Delaware and New York courts have addressed sandbagging when deal documents are silent on the issue. The panel will also discuss sandbagging in the context of R... Read More

This CLE course 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 who... Read More

This CLE webinar will examine the resurgence of M&A in the crypto space, with a focus on deal structuring, regulatory risks, and strategic opportunities in 2025. The panel will provide a sophisticated analysis of transactional approaches (equity vs. asset deals, token considerations, governance stru... Read More

This CLE webinar will explore the key areas of inquiry when conducting due diligence on a target company's use of artificial intelligence (AI) in its operations. The panel will highlight the unique challenges inherent to AI and provide guidance for uncovering and assessing risks during the due dilig... Read More

This CLE course will provide M&A counsel with guidance in negotiating and drafting confidentiality agreements, letters of intent (LOIs), 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 course 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 discuss the strategic use of F reorganizations in M&A transactions. The panel will explore the tax and legal compliance benefits involved with F reorganizations, summarize the steps necessary to implement a pre-transaction reorganization, and provide advice for avoiding common... Read More

This CLE webinar will explore strategies for navigating the implications of tariffs on current and future M&A deals. The panel will examine the heightened tariff-related risks in M&A deals and provide guidance for mitigating those risks through focused due diligence and key provisions in acquisition... Read More

This CLE webinar will discuss the issues relating to the compensation of target management teams in the context of private equity M&A transactions. The panel will address structuring equity-based incentive plans, restrictions on incentives, vesting and forfeiture based on employment status, distribu... Read More

This CLE webinar will examine antitrust issues that can arise throughout an M&A transaction with a specific focus on gun-jumping or the unlawful coordination between the merging parties during the pre-closing period. The panel will review lessons learned from a recent gun-jumping enforcement action... Read More

This CLE course will guide deal counsel in drafting shareholder agreements accompanying 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, inclu... Read More

This CLE course 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 impac... Read More

This CLE course 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 cur... Read More

This CLE course 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 acquisition financing impacts the other and the role of the buyer, seller, and, if different... Read More

This CLE webinar will provide an overview of the due diligence process in M&A transactions with a focus on the most common legal diligence issues that arise in deals. The panel will address the lawyer's role in identifying potential risks or liabilities that could impact a transaction and provide gu... Read More

This CLE webinar will provide guidance for deal counsel on the importance of careful contract construction in the LLC context to mitigate the risks of merger disputes. The panel will discuss lessons learned from recent merger cases, highlight the importance of understanding the default rules of the... Read More

This CLE course will provide guidance on how best to acquire a distressed company from every possible point 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 discuss the strategic use of F reorganizations in M&A transactions. The panel will explore the tax and legal compliance benefits involved with F reorganizations, summarize the steps necessary to implement a pre-transaction reorganization, and provide advice for avoiding common... Read More

This CLE course will guide deal counsel pursuing or defending against post-closing indemnification claims alleging breaches of representations, warranties, and covenants contained in M&A purchase agreements, whether relating to issues identified by the buyer or as a result of third-party claims. The... Read More

This CLE webinar will examine antitrust issues that can arise throughout an M&A transaction with a specific focus on gun-jumping or the unlawful coordination between the merging parties during the pre-closing period. The panel will review lessons learned from a recent gun-jumping enforcement action... Read More

This CLE course will examine the M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multipl... Read More

This CLE course 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

The CLE course will examine the growing use of leveraged employee stock ownership plans (ESOPs) in structuring acquisitions, divestitures, and private equity sales under current market conditions and the higher interest rate environment. The panel will discuss the advantages and challenges of sellin... Read More

This CLE webinar will provide guidance to M&A counsel for drafting and negotiating buy-sell agreements that help facilitate the smooth transition of a business interest. The panel will discuss key considerations when crafting these agreements, including defining the events that trigger the sale or t... Read More

This CLE course will guide counsel through drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating the purchase price, representations, warranties, indemnification, and other vital provisions. The panel will also outline representations and wa... Read More

This CLE course 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 buyers and sellers. Read More

This CLE course 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 as... Read More

This CLE course will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity, earnouts, seller paper, reverse break-up fees, and representation and warranty insurance. Read More

This CLE course will discuss how to structure a "flip" transaction, in which shares of a foreign entity (typically a startup) are exchanged with a U.S. entity to enter the U.S. investment market. The panel will discuss the pros and cons of flip transactions, upfront tax considerations, IP and contra... Read More

This CLE course 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 provide guidance to M&A counsel for navigating cross-border transactions. The panel will discuss the current market and trends in cross-border transactions, the challenges and opportunities with these deals, considerations when conducting due diligence and structuring the trans... Read More

This CLE course will analyze buyer reps and warranties, target company covenants to cooperate, and other terms typically included in M&A agreements to address financing contingencies. The panel will also discuss the negotiation and drafting of the financing commitment between the buyer and its lende... Read More

This CLE course will examine the components of a well-structured earnout provision and discuss best practices for designing earnouts to minimize disputes. The panel discussion will also include results from recent ABA and SRS Acquiom Deal Term Studies regarding earnout provisions in M&A transactions... Read More

This CLE webinar will provide an introduction and overview of the preliminary agreements used at the start of the M&A process including letters of intent (LOIs) and/or term sheets and confidentiality agreements. The panel will discuss what each of these agreements are, why and when they are used, ad... Read More

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to fit smaller ($25 million or less) deals more appropriately. The panel will also include practical tips and tricks for documenting and closing smaller deals efficientl... Read More

This CLE webinar will discuss the Corporate Transparency Act (CTA) and its impact on the M&A process. The panel will explore how the CTA's requirements influence the entire M&A process including entity formation, additional due diligence, post-transaction filings, contractual considerations, and ame... Read More

This CLE webinar will provide M&A counsel with a thorough understanding of private equity (PE) take-private transactions. The panel will discuss why take-private deals are attractive under current market conditions and review key considerations for negotiating and structuring these deals. Read More

This CLE course will provide an advanced discussion of tax considerations deal attorneys must consider when negotiating, structuring, and documenting M&A deals. The panel will discuss key issues relevant to stock sales versus asset sales, stock purchases with a Section 338 election, taxable transact... Read More

This CLE course will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity, earnouts, seller paper, reverse break-up fees, and representation and warranty insurance. Read More

This CLE webinar will review the key considerations specific to carve-out deals and how more companies are utilizing carve-outs to unlock value and generate liquidity. The panel will discuss best practices for conducting due diligence and structuring the deal and review the risks and challenges uniq... Read More

This CLE course 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 beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purch... Read More

This CLE webinar will provide an introduction to engagement letters between an M&A buyer or seller and its investment banking firm. The panel will examine the principal sections of an engagement letter and discuss effective negotiation strategies. Read More

This CLE webinar will guide M&A counsel on conducting effective intellectual property (IP) due diligence in merger and acquisition transactions. The panel will outline best practices for conducting a thorough IP investigation and provide strategies for using due diligence findings when negotiating d... Read More

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

This CLE webinar will provide an overview of how contingent value rights (CVRs) can be leveraged as a value-bridging tool when negotiating and structuring public company M&A deals. The panel will explain the types of deals and conditions for which CVRs are best suited and discuss best practices for... Read More

This CLE course will offer guidance in drafting noncompete clauses for both sellers and key employees in connection with the purchase and sale of a business. The panel will examine the FTC's new rule banning most noncompetes, the rule's application in M&A transactions, and the interplay of the new r... Read More

This CLE webinar will provide deal lawyers with an overview of the relevant securities law considerations relating to M&A transactions involving private and public companies. The program will focus on due diligence considerations, structuring the deal, transaction-related disclosures, and registrati... Read More

This CLE course 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 nece... Read More

This CLE course will examine the divisive merger statutes of Delaware, which apply only to LLCs, and Texas, which apply to all Texas entities. The panel will guide M&A counsel on how to structure a divisive merger and will also discuss the implications of divisive mergers for existing and future cre... Read More

This CLE webinar will provide guidance to M&A counsel for addressing the unique and heightened legal risks in M&A transactions involving government contractors. The panel will discuss best practices for conducting thorough due diligence and allocating and mitigating risks, as well as review the rece... Read More

This CLE webinar will discuss the new safe harbor policy from the Department of Justice (DOJ) incentivizing acquiring companies in M&A transactions to voluntarily self-disclose criminal misconduct they discover through the acquisition of a target. The panel will provide an overview of the new policy... Read More

This CLE webinar will discuss significant Delaware court decisions rendered in 2023 and the first part of 2024 and the implications for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on Caremark duties of oversight, breach of fiduciary... Read More

This CLE webinar will provide an overview of the mergers and acquisitions (M&A) process. The speakers will review the process of selling or acquiring a business, identify the various M&A deal structures, assess the factors to consider when deciding which structure is best for your client, and examin... Read More

This CLE webinar will provide guidance for negotiating and enforcing remedies when a deal fails to close due to a breach by either party with a focus on specific performance, limitations on recovering monetary damages, and reverse breakup fee provisions. The panel will provide considerations for buy... Read More

This CLE course will examine the game-changing role the fraud exception could play in private target M&A agreements, focusing on contouring limitations on indemnification and other remedies based on fraud claims. Read More

This CLE webinar will discuss the latest trends in transactional insurance in M&A deals as a strategic way to manage risks and improve deal and business outcomes for both purchasers and sellers. The panel will discuss the different types of transactions insurance available, including representations... Read More

This CLE course will guide M&A counsel in 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 various... Read More

This CLE course will examine the developing body of case law on who controls the privilege when litigation arises after a deal has closed and the implications for M&A practitioners. Read More

This CLE webinar will provide an overview of the employment and benefit plan considerations in M&A transactions that can implicate financial liabilities and impact the value and long-term viability of a business. The panel will address how to uncover employment, benefit, and compensation-related lia... Read More

This CLE course will guide deal attorneys in 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. Read More

This CLE webinar will discuss the 2023 Merger Guidelines issued jointly by the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC). The panel will highlight the need for companies to plan carefully for M&A activity and to anticipate an increased likelihood of additional regulator... Read More

This CLE webinar will explore the opportunities, risks, and rewards of acquiring an AI company. The panel will discuss the unique due diligence concerns on a target in the AI space, special considerations for drafting the purchase agreement, and how these deals require careful allocation of risk thr... Read More

This CLE course 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 course will prepare deal lawyers and business counsel on best practices for negotiating and structuring transition services agreements (TSAs) in M&A transactions, particularly in carve-out deals when the sale of a business unit is operationally integrated with the rest of the parent company... Read More

The CLE course will examine the growing use of leveraged employee stock ownership plans (ESOPs) in structuring acquisitions, divestitures, and private equity sales in the challenging market times that we all are facing, particularly with today's higher interest rates. The panel will discuss the adva... Read More

This CLE webinar will discuss the unique aspects and strategies involved in structuring the purchase/sale of a financially distressed company. The panel will discuss the various types of deal structures including out-of-court restructuring, Chapter 11 restructuring, receivership, assignment for the... Read More

This CLE course will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panelist will offer their insights on how recent market trends impact the drafting of these critical dea... Read More

This CLE/CPE course will provide an advanced discussion of tax considerations that 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, st... Read More

This CLE course will guide M&A and other counsel in 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, and rep... Read More

This CLE webinar will discuss how to advise sellers at each stage of the M&A process to ensure a successful transaction. The panel will address initial planning to prepare a business for sale, strategies for preliminary discussions with a buyer as well as negotiating strategies for the transaction d... Read More

This CLE course will discuss the latest practice issues and litigation developments regarding special committees in conflicted M&A transactions where directors or significant shareholders have a potential conflict of interest. The panel will give an overview of the key considerations involved in the... Read More

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

This CLE webinar will discuss the Federal Trade Commission's (FTC) and Department of Justice's (DOJ) proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the Hart-Scott Rodino (HSR) Act. The panel will... Read More

This CLE webinar will analyze the recently enacted federal M&A broker exemption from SEC registration. The panel will discuss the benefits and limitations of the exemption, the practical considerations for complying with broker registration requirements under both federal and state securities laws,... Read More

This CLE course will provide a holistic view of data protection aspects needed for successful M&A transactions. Increasingly, issues are being raised around risks relating to sensitive personal data, which can have a significant impact on current and future valuations and liabilities. The panel will... Read More

This CLE webinar will examine the different approaches that can be taken in acquiring or merging with a U.S. public company and certain fundamental elements of a public company deal. The panel will also discuss the issues that can give rise to shareholder actions opposing a proposed merger and how t... Read More

This CLE course 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 o... Read More

This CLE webinar will examine applications of data analytics and artificial intelligence in the M&A process. The panelist will discuss the use of data analytics and AI in evaluating potential targets, how they can inform due diligence of a target company, and the challenges of reconciling conflictin... Read More

This CLE course 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 cur... Read More

This CLE course will guide deal counsel in negotiating and drafting material adverse change (MAC) or material adverse effect (MAE) clauses and the key indemnification provisions in M&A deals. The panel discussion will include industry trends in deal negotiation and the continuing impact of the Akorn... Read More

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third... Read More

This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panel will discuss the law on reverse and forward triangular mergers and the tax benefits and risks of each. The panel will also discuss alternative structures including double dummy h... Read More

This CLE webinar will discuss factors to consider when structuring an M&A transaction involving a government contractor. The panel discussion will include identifying contract requirements and whether the target is in compliance, how to mitigate risks in the purchase agreement, anti-assignment and n... Read More

This CLE course 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 limi... Read More

This CLE course will examine the M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multipl... Read More

This CLE course 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 p... Read More

This CLE webinar will examine the issues associated with M&A transactions involving a de-SPAC target company, including special fiduciary concerns of directors and officers when the offered price is below initial valuations, navigating the complex capital structures of de-SPAC companies, how to asse... Read More

This CLE webinar will examine the tax ramifications of spin-off and split-off transactions and how they can be structured to avoid taxation on the company or its shareholders. The panel discussion will include IRC Section 355, regulatory safe harbors, and Reverse Morris Trusts. Read More

This CLE course 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 who... Read More

This CLE course will examine the unique issues associated with mergers and acquisitions in the crypto and blockchain sectors. The panel discussion will include technology integration, valuation, regulatory and tax concerns particular to digital assets. Read More

This CLE webinar will examine recent litigation associated with special purpose acquisition companies (SPACs) and theories of liability with which directors and sponsors need to be concerned when moving forward with de-SPAC transactions. The panel will also discuss best practices regarding governanc... Read More

This CLE webinar will examine the results of ABA's 2021 survey of private company M&A deal terms. The discussion will include financial provisions, prevailing qualifiers that pop up throughout purchase agreements, representations and warranties, indemnification provisions, reps and warranties insura... Read More

This CLE course will examine how attorneys are successfully using the discipline of legal project management (LPM) to drive efficiency in the M&A process to deliver the value that clients are seeking and deserve. From scoping out key tasks and resources at deal inception, to developing and reporting... Read More

This CLE course will examine the legal issues associated with asset management M&A transactions. The panel will discuss typical deal structures and critical considerations for evaluating an asset management deal. Read More

This CLE course will guide 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, and reps and war... Read More

This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third... Read More

This CLE webinar will examine changes to antitrust enforcement under the Biden administration, recent enhancements to the Federal Trade Commission's (FTC) merger review process, and how they will impact proposed M&A deals in the future. The panel will discuss how merger parties and their counsel sho... Read More

This CLE course will guide counsel through drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating the purchase price, representations, warranties, indemnification, and other vital provisions. The panel will also outline representations and wa... Read More

This CLE course will offer guidance in drafting noncompete clauses for both sellers and key employees in connection with the purchase and sale of a business. The panel will examine recent case law regarding the enforceability of non-competes in New York, Delaware, and California, and examine the imp... Read More

This CLE course will examine the tax issues U.S. buyers and sellers must consider in negotiating and structuring cross-border M&A transactions. The panel discussion will include controlled foreign corporations (CFCs), Subpart F, the Section 338(g) election, global intangible low-taxed income (GILTI)... Read More

This CLE course will examine the nuances and pitfalls of tax benefit offset provisions in acquisition agreements. The panel will discuss arguments for and against such provisions and how buyers and sellers can best approach the complexity in calculating tax losses or benefits associated with indemni... Read More

This CLE course will examine the features of de-SPAC merger transactions. The panel will discuss deal terms typically negotiated between the SPAC and the target and how they vary from conventional deals. The panel will also analyze the de-SPAC process of taking the target public, including the offer... Read More

This CLE course will discuss the types and legal bases of shareholder claims currently being employed to contest M&A transactions, the procedural steps counsel should take to defend against such actions, and how to respond to meritless claims. Read More

This CLE course will examine key issues in M&A transactions involving tech companies. The panel discussion will cover distinguishing features of such M&A transactions, including substantive areas of focus in due diligence, as well as explore key considerations in achieving successful outcomes in suc... Read More

This CLE course will discuss M&A transactions in which independent sponsors collaborate with traditional private equity and other funding sources in M&A transactions and portfolio management post-acquisition. The panel will discuss exclusivity, non-circumvention and other upfront concerns, sponsor m... Read More

This CLE course will discuss alternative methods of financing acquisitions when traditional bank lending is unavailable or insufficient to consummate the transaction. The panel will examine the legal and structuring issues associated with alternative financing, including seller financing, convertibl... Read More

This CLE course will examine the costs and benefits of a target engaging an investment banker, including avoiding valuation surprises or disputes, optimizing price and structure, professional management of the sale process, limiting disruptions to the business and its management team, and minimizing... Read More

This CLE course 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 and key provisions such as MAE clauses, operati... Read More

This CLE course 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 importan... Read More

This CLE course 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 comm... Read More

This CLE course 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 course 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 int... Read More

This CLE course 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 considerations... Read More

This CLE course 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 course 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 course 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 bu... Read More

This CLE course 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 course 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 of... Read More

This CLE course 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 course 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 compa... Read More

This CLE course 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 course 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 course 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 provisions... Read More

This CLE course 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, a... Read More

This CLE course 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 course 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 determi... Read More

This CLE course 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 serv... Read More

This CLE course 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, discu... Read More

This CLE course 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 course 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 course 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 course 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 course 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, e... Read More

This CLE course 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 de... Read More

This CLE course 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 righ... Read More

The CLE course 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 ownership... Read More

This CLE course 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 who... Read More

This CLE course 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. T... Read More

This CLE course 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 and... Read More

This CLE course 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, allocating... Read More

This CLE course 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 th... Read More

This CLE course 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 warran... Read More

This CLE course 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 course 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 course 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 course 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 course 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 negot... Read More

This CLE course 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 typical LLC agreement. The panel will outline common pitfalls and offer best practices and solutions for M&A counsel. Read More