Non-Compete Covenants in M&A: Structuring to Bind Sellers and Key Employees
Navigating State Laws and Recent Court Cases Regarding Enforceability
December 17, 2019 • CLE • Live Webinar
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
Negotiating and Navigating the Fraud Exception in Private Company Acquisitions
Key Considerations For Drafting a Fraud Exception to an M&A Contractual Indemnification Pr...
January 8, 2020 • CLE • Live Webinar
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
Technology Acquisition in M&A Transactions
Due Diligence of IP, Software, and Other Assets, Reps and Warranties, Transition Services...
January 15, 2020 • CLE • Live Webinar
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
Mergers and Acquisitions of Pass-Through Entities: Structuring to Minimize Taxes and Maxim...
M&A Pros and Cons of LLCs, Partnerships, S Corps, and C-Corp Conversions: Impact of Tax Re...
January 22, 2020 • CLE • Live Webinar
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
Data Privacy and Cybersecurity Risks in M&A Deals: Pre-Planning, Due Diligence, and Risk A...
Minimizing Impact of Cybersecurity Vulnerabilities on Transaction Value
February 5, 2020 • CLE • Live Webinar
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
Antitrust in M&A: Allocating Risk and Responsibility in Merger Agreements
Efforts Clauses, End Dates, Termination Fees, MAC Clauses, Control of Investigation Strate...
February 12, 2020 • CLE • Live Webinar
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
M&A Litigation Update: Standard of Deal Review, Appraisal Rights, D&O Fiduciary Duties, Ma...
Implications of Recent Delaware Case Law for Planning, Negotiating, and Drafting Deal Docu...
February 20, 2020 • CLE • Live Webinar
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
Post-Closing Integration Issues in M&A: Developing and Implementing a Plan
Transfer of Assets and Contracts, Workforce Adjustments, Corporate Structure, and Tax Cons...
December 11, 2019 • CLE • CLE On-Demand, Download
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
M&A Buyer Protection Provisions in Private M&A Purchase Agreements Beyond Indemnification...
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory...
November 21, 2019 • CLE • CLE On-Demand, Download
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
Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provi...
Promoted Interest, Carried Interest, Cash Flow Splits and Related Issues
November 14, 2019 • CLE • CLE On-Demand, Download
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
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, o...
October 3, 2019 • 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
Impact of EU GDPR and New California Privacy Law on M&A: New Due Diligence and Other Chall...
Mitigating Risk With Reps and Warranties, Post-Closing Considerations
July 11, 2019 • CLE • CLE On-Demand, Download
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
Structuring Carve-Out Transactions: Key Deal, Environmental, Intellectual Property, and Ot...
Allocating Assets and Liabilities, Due Diligence, Reps, and Warranties, Consents
June 6, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the key considerations in structuring carve-out transactions. Our panel's discussion will include best practices for determining and segregating carve-out assets and liabilities, timing and pricing issues, environmental and intellectual property concerns, transition ser...
Read More
Selling a Closely-Held Business
Navigating Complexities Regarding Process, Valuation, Due Diligence, Structure, Negotiatio...
May 23, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine legal considerations for counsel involved in the sale of closely held businesses. The panel will discuss strategies for evaluating whether to structure a deal as a stock sale, asset sale or merger, and address specific critical deal terms, provide negotiation tips, disc...
Read More
Structuring Divisive Mergers Under the Delaware and Texas Statutes
April 23, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the divisive merger statutes of Delaware, which was enacted in 2018 and applies only to LLCs, and Texas, which was adopted in 1989 and applies to all Texas entities. The panel will guide M&A counsel on how to structure a divisive merger and will also discuss the implica...
Read More
The Emerging Impact of Tax Reform on Domestic and Cross-Border M&A
Understanding New Deal Structure Considerations and Avoiding Traps for the Unwary
April 18, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine selected provisions of the Tax Cuts and Jobs Act (TCJA) that have a significant impact on the structuring of domestic and cross-border mergers and acquisitions. The panel will discuss common deal structuring considerations and how to avoid some important potential traps...
Read More
Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information...
April 4, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will guide deal counsel for drafting shareholder agreements that accompany private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, i...
Read More
Impact of FIRRMA on M&A: New Pilot Program Notice Requirements, Expanded CFIUS Review of F...
Drafting Acquisition Agreement Provisions to Address CFIUS Review
March 28, 2019 • CLE • CLE On-Demand, Download
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
Reps and Warranties Insurance in M&A: Critical Tool to Mitigate Risk and Close Deals
Evaluating When Insurance is Appropriate, Negotiating Coverage and Exclusions
March 14, 2019 • 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
Attorney-Client Privilege in M&A Deals: Preserving and Controlling the Privilege
February 21, 2019 • CLE, CLE Ethics • CLE On-Demand, Download
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
M&A Fairness Opinions and Projections in Financial Disclosure Summaries
Disclosure of Management Projections and Financial Advisers' Potential Conflicts, Fair Sum...
February 14, 2019 • CLE • CLE On-Demand, Download
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
M&A Disclosure Schedules: Seller and Buyer Perspectives
Making and Updating Disclosures in U.S. and Cross-Border Deals
January 24, 2019 • CLE • CLE On-Demand, Download
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, explain best practices for tailoring disclosures to related provisions of the purchase agreement, and discuss current "hot issues" i...
Read More
Advanced Tax Considerations for Negotiating, Structuring and Documenting M&A Transactions
Evaluating Taxable Versus Tax-Free Deals, Stock Sales Versus Asset Sales, Tax-Free Reorgan...
December 6, 2018 • CLE, CPE • CLE On-Demand, Download
This CLE/CPE webinar will provide an advanced discussion of tax considerations deal attorneys must take into account when negotiating, structuring and documenting M&A deals. The panel will discuss current issues in taxable and tax-free transactions, evaluating stock sales versus asset sales, stock p...
Read More
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 • CLE On-Demand, Download
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 and the impact of the recent Akorn decision.
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
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
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
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
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 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
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
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
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
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
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
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
Private Equity M&A Key Deal Terms: Reverse Break Fees, Seller Remedies, Post-Closing Indem...
Negotiating and Structuring Closing Conditions, Termination Rights and Post-Closing Indemn...
July 29, 2015 • CLE • CLE On-Demand, Download
This CLE webinar will guide M&A counsel in negotiating closing conditions and termination rights in private equity deals. The panel will outline recent trends in reverse break fees, seller recourse for financing failure, and post-closing indemnities as measures to benefit and protect private equity...
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
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 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 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