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Noncompete Covenants in M&A: Structuring to Bind Sellers and Key Employees
Navigating State Laws and Recent Court Cases Regarding Enforceability
December 8, 2021 CLE Live Webinar

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

Private Company Acquisition Agreements: Drafting Reps and Warranties, Covenants, and Closi...
December 16, 2021 CLE Live Webinar

This CLE course 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 impact the drafting of these critical deal t... Read More

Equity Rollovers in M&A Transactions
Negotiating and Structuring Rollovers; Tax Considerations for Buyers and Sellers
December 21, 2021 CLE Webinar

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 both buyers and sellers. Read More

Right-Sizing M&A Documentation for Smaller Deals: Distinguishing Relevant From Unnecessary...
Comparing ABA Long and Short Form Acquisition Agreements
January 6, 2022 CLE Webinar

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to more appropriately fit smaller ($10 million or less) deals. The panel will also include practical tips and tricks for efficiently documenting and closing smaller deal... 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...
January 13, 2022 CLE Live Webinar

This CLE course will guide 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 result of third-... Read More

The M&A Auction Process: Seller Preparation, Managing Multiple Bids, Negotiating With Pref...
Preparing Initial Bid Package and Form Contract, Pros and Cons of an Auction vs. Bilateral...
January 19, 2022 CLE Live Webinar

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

Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Tax and Secu...
February 2, 2022 CLE Live Webinar

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

Private Company Acquisitions: Negotiating and Navigating the Fraud Exception
Key Considerations for Drafting a Fraud Exception to an M&A Contractual Indemnification Pr...
February 8, 2022 CLE Live Webinar

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

Shareholder Disclosure Issues in M&A Transactions: Notice and Appraisal Rights, Materialit...
November 10, 2021 CLE CLE On-Demand, Download

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

Right-Sizing M&A Documentation for Smaller Deals: Distinguishing Relevant From Unnecessary...
Comparing ABA Long and Short Form Acquisition Agreements
November 3, 2021 CLE CLE On-Demand, Download

This CLE course will look at how to take a standard "long-form" stock purchase agreement or asset purchase agreement and curate it to more appropriately fit smaller ($10 million or less) deals. The panel will also include practical tips and tricks for efficiently documenting and closing smaller deal... Read More

Equity Rollovers in M&A Transactions
Negotiating and Structuring Rollovers; Tax Considerations for Buyers and Sellers
October 27, 2021 CLE CLE On-Demand, Download

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 both buyers and sellers. Read More

Buyer Protection Provisions in M&A Purchase Agreements Beyond Indemnification, Reps and Wa...
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory...
October 13, 2021 CLE CLE On-Demand, Download

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

Tax Issues in International M&A: Strategies for Buyers and Sellers
Section 338(g) Election; Navigating CFCs, Subpart F, GILTI, and the BEAT; Use of Blocker C...
September 29, 2021 CLE CLE On-Demand, Download

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

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
September 22, 2021 CLE CLE On-Demand, Download

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

Attorney-Client Privilege in M&A Deals: Preserving and Controlling the Privilege
September 14, 2021 CLE, CLE Ethics CLE On-Demand, Download

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

Front-End Documents in M&A: Drafting Letters of Intent, Exclusivity and Confidentiality Ag...
September 8, 2021 CLE CLE On-Demand, Download

This CLE course 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

Executing a Flip Transaction: Bringing a Foreign Startup Into the U.S. Investment Market
Drafting Shareholder Agreements, Transferring Contracts, IP and Tax Concerns
September 2, 2021 CLE CLE On-Demand, Download

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, IP and contractual concerns,... Read More

Indemnification Recoveries in M&A: Drafting Tax Benefit Offset Provisions
Tax Reporting Issues for Buyers and Sellers
September 1, 2021 CLE CLE On-Demand, Download

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

Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information...
August 18, 2021 CLE CLE On-Demand, Download

This CLE course will guide deal counsel for 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, incl... Read More

SPAC Mergers and Acquisitions: Structuring and Deal Terms, SEC Scrutiny
Pricing and Consideration, Recourse, Earnouts, Closing Conditions, Allocation of Board Sea...
August 5, 2021 CLE CLE On-Demand, Download

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

M&A Post-Closing Disputes: Minimizing and Resolving Disputes Over Working Capital Adjustme...
July 14, 2021 CLE CLE On-Demand, Download

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

Shareholder Litigation in M&A: Procedural Issues, Remedies, Defense Strategies, Responding...
July 1, 2021 CLE CLE On-Demand, Download

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

M&A for Technology Companies: Intellectual Property, Human Capital, Due Diligence, and oth...
June 16, 2021 CLE CLE On-Demand, Download

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

Structuring Independent Sponsorship in M&A: Deal Terms
Management Fees, Promote and Carried Interest, Equity Return Hurdles, Sponsor and Fund Inv...
June 9, 2021 CLE CLE On-Demand, Download

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

Financing Contingencies in Merger Agreements: Negotiating Buyer Reps, Target Covenants, an...
May 26, 2021 CLE CLE On-Demand, Download

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

Distressed M&A Investing: Exercising Acquisition Opportunities In and Out of Chapter 11 Ba...
May 19, 2021 CLE CLE On-Demand, Download

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

Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations, Terms to...
May 11, 2021 CLE CLE On-Demand, Download

This CLE course will guide M&A counsel to negotiate and draft 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 theo... Read More

Alternative Financing Options in M&A: Seller Notes, Asset-Backed, Mezzanine, Joint Venture...
May 5, 2021 CLE CLE On-Demand, Download

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

M&A Deal Process: Defining the Role of the Investment Banker, Avoiding Valuation Issues an...
April 28, 2021 CLE CLE On-Demand, Download

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

Structuring M&A Transactions in the Current Market: Deal Points, Financing, MAC Clauses, R...
April 7, 2021 CLE CLE On-Demand, Download

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

Tax Considerations in Negotiating, Structuring, and Documenting M&A Transactions
Stock Sales Versus Asset Sales, Taxable Deals Versus Tax-Free Reorganizations, Earnouts, P...
March 31, 2021 CLE CLE On-Demand, Download

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

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 17, 2021 CLE CLE On-Demand, Download

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

PPP Financing in M&A Transactions
March 3, 2021 CLE CLE On-Demand, Download

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

Special Committees in M&A Transactions: Formation, Member Composition, Negotiating and App...
Mitigating Conflicts of Interest and Director Liability: Business Judgment Rule vs. Entire...
February 24, 2021 CLE CLE On-Demand, Download

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

Successor Liability in Distressed M&A Transactions: Mitigation Strategies
Due Diligence, Entity Structuring, Contractual Indemnities, Insurance, Post-Closing Transi...
February 10, 2021 CLE CLE On-Demand, Download

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

Private Equity M&A Key Deal Terms in a Changing Market
Rollover Equity, the "Buy-And-Build" Strategy, Earnouts, Seller Paper, Reverse Break-Up Fe...
February 4, 2021 CLE CLE On-Demand, Download

This CLE course 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

M&A Post-Closing Purchase Price Adjustments: Drafting and Negotiating Strategies
Defining Working Capital, Baseline Amount, and Accounting Principles; Overlap With Indemni...
January 13, 2021 CLE CLE On-Demand, Download

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

Responding to an Unsolicited Acquisition Offer: Board Fiduciary Duties and Strategic Consi...
Advance Preparation, Conflicts of Interest, Application of the Business Judgement Rule
January 6, 2021 CLE CLE On-Demand, Download

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

Environmental, Social, and Governance Considerations in M&A: Mitigating ESG Risks, Maximiz...
Due Diligence, Reps and Warranties, Preserving ESG Attributes Post-Closing
December 17, 2020 CLE CLE On-Demand, Download

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

M&A Earnouts and Economic Uncertainty: Negotiating and Structuring, Best Practices for Avo...
December 2, 2020 CLE CLE On-Demand, Download

This CLE course 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 inform... Read More

M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or De...
Identifying Trouble Spots That Risk Post-Closing Losses, Impede Recovery, or Undermine Def...
November 18, 2020 CLE CLE On-Demand, Download

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 wh... Read More

M&A Tax Structuring Issues in the Current Deal Environment
November 12, 2020 CLE CLE On-Demand, Download

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

Going-Private Transactions: Strategic Considerations
Deal Structures, Fiduciary Duties, Procedural Safeguards, Disclosure Obligations
October 28, 2020 CLE CLE On-Demand, Download

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

Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, an...
October 6, 2020 CLE CLE On-Demand, Download

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

Drafting Transfer Provisions in Joint Acquisition Vehicles: Preserving Flexibility, Avoidi...
Tag-Along Rights, Drag-Along Rights, Rights of First Offer, and Rights of First Refusal
September 29, 2020 CLE CLE On-Demand, Download

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

Avoiding Corporate Successor Liability in Asset Purchases
Mitigating Risk Exposure Through Due Diligence, Contractual Provisions, Reps and Warrantie...
August 20, 2020 CLE CLE On-Demand, Download

This CLE course 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, an... Read More

Poison Pills in the Wake of COVID-19
Trends, Types of Poison Pills, Pros and Cons, Key Terms, and Steps to Adopt and Implement
August 13, 2020 CLE CLE On-Demand, Download

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

M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities
Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Risk Mitigat...
July 29, 2020 CLE CLE On-Demand, Download

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

Termination Fees in Public and Private Acquisitions: Drafting Forward and Reverse Breakup...
Using Fees to Allocate Risk and Ensure Deal Certainty; Case Law on Enforceability
July 15, 2020 CLE CLE On-Demand, Download

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

Sponsor-Strategic Partnerships in M&A: Structuring Challenges, Bidding Concerns, Exit Stra...
July 8, 2020 CLE CLE On-Demand, Download

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

M&A Disclosure Schedules: Seller and Buyer Perspectives
Making and Updating Disclosures in U.S. and International Deals
June 17, 2020 CLE CLE On-Demand, Download

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

Structuring a Stock Acquisition: Due Diligence, Key Deal Terms, Shareholder Consent, and O...
Pros and Cons of Stock vs. Asset Acquisitions and Other Key Issues
June 3, 2020 CLE CLE On-Demand, Download

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

Structuring Acquisitions of Family-Owned Businesses: Valuation, Due Diligence, Deal Struct...
May 6, 2020 CLE CLE On-Demand, Download

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

Reverse and Forward Triangular Mergers: Anti-Assignment Triggers, Tax Implications, Employ...
April 15, 2020 CLE CLE On-Demand, Download

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

M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks, and Their Counse...
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification, and...
March 5, 2020 CLE CLE On-Demand, Download

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

M&A Delaware Update: Material Adverse Effect Post-Akorn, Standard of Deal Review, Appraisa...
Implications of Recent Case Law for Planning, Negotiating, and Drafting Deal Documents
February 20, 2020 CLE CLE On-Demand, Download

This CLE course 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

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 CLE On-Demand, Download

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

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 CLE On-Demand, Download

This CLE course 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 an... 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 CLE On-Demand, Download

This CLE course 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 incent... 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 CLE On-Demand, Download

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

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 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

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 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

Structuring REIT Mergers and Acquisitions: Due Diligence, Preserving REIT Status, Tax Conc...
Addressing Unitholder Rights in UPREITs, Coordinating Dividend Payments, Deal Protection P...
September 19, 2019 CLE CLE On-Demand, Download

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

Acquisition Financing in M&A Transactions: Reconciling Deal Terms With Loan Terms and Clos...
August 7, 2019 CLE CLE On-Demand, Download

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 financing impacts the other, and the role of both the buyer and the target company in succes... Read More

Negotiating Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation G...
Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes
July 25, 2019 CLE CLE On-Demand, Download

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

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 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

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 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

Selling a Closely-Held Business
Navigating Complexities Regarding Process, Valuation, Due Diligence, Structure, Negotiatio...
May 23, 2019 CLE CLE On-Demand, Download

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

Structuring Divisive Mergers Under the Delaware and Texas Statutes
April 23, 2019 CLE CLE On-Demand, Download

This CLE course 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 implicat... 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 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

Attorney-Client Privilege in M&A Deals: Preserving and Controlling the Privilege
February 21, 2019 CLE, CLE Ethics CLE On-Demand, Download

This CLE course 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 par... 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 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

M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks and Their Counsel
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification and M...
January 10, 2019 CLE CLE On-Demand, Download

This CLE course 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

Drafting M&A Transition Services Agreements: Strategies to Maximize Deal Value and Mitigat...
October 2, 2018 CLE CLE On-Demand, Download

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

Bidding Strategies in M&A Auctions: Planning and Executing Winning Bids, Minimizing Costs...
September 27, 2018 CLE CLE On-Demand, Download

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

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 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

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

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

Structuring Management Incentive Equity Arrangements in Private Equity Acquisitions
July 19, 2018 CLE CLE On-Demand, Download

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

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 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

Structuring Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation G...
Drafting Provisions that Protect Buyers and Sellers and Reduce Post-Closing Disputes
May 10, 2018 CLE CLE On-Demand, Download

This CLE 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

Software License Due Diligence in M&A Deals: Evaluating Open Source and Other Software Ass...
February 22, 2018 CLE CLE On-Demand, Download

This CLE 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

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 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

M&A Deal Closings: Managing Documentation Requirements, Avoiding Pitfalls
October 18, 2017 CLE CLE On-Demand, Download

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

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 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

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 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

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 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

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 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

Transition Services Agreements for Spin-Offs: Structuring Key Provisions and Mitigating Ri...
Negotiating Scope of Services, Price, Payment, Service Levels, Reps and Warranties, Limita...
July 27, 2016 CLE CLE On-Demand, Download

This CLE 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

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 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

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 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

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 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

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 course 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 warrant... Read More

M&A Letters of Intent: Buyer and Seller Strategies for Drafting and Negotiating Preliminar...
December 1, 2015 CLE CLE On-Demand, Download

This CLE course will prepare deal counsel to negotiate and draft letters of intent that effectively outline material deal terms and establish negotiation parameters. The panel will review the latest legal developments with M&A letters of intent, including common areas of dispute and litigation, and... Read More

Insurance Due Diligence in M&A Deals: Evaluating Coverage and Gaps, Mitigating Risks and P...
October 29, 2015 CLE CLE On-Demand, Download

This CLE course 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 ove... 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 course 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 trans... 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 course 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 cybers... Read More

Negotiating Covenants and Closing Conditions in M&A Transactions: Practical Tactics and Te...
Crafting Provisions that Protect Buyer and Seller Interests and Minimize Legal Disputes
September 9, 2015 CLE CLE On-Demand, Download

This CLE course will provide guidance to deal counsel for negotiating covenants and closing conditions in an M&A transaction, highlighting common areas of confusion, dispute and litigation. Read More

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

This CLE 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

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

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

Contract Assignment in M&A Transactions: Guidance for Deal Counsel
Navigating the General Rule and Exceptions to Assignability and the Impact of Deal Structu...
July 23, 2015 CLE CLE On-Demand, Download

This CLE 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

Conducting Sell-Side Due Diligence in M&A: Maximizing Deal Value and Minimizing Closing De...
June 4, 2015 CLE CLE On-Demand, Download

This CLE course will provide guidance to M&A counsel for planning and executing a successful sell-side due diligence process in order to maximize deal value and minimize transaction delays. Read More

M&A Tax Considerations for Buyers and Sellers When Negotiating, Structuring and Pricing De...
April 22, 2015 CLE, CPE, EA CLE On-Demand, Download

This CLE course will provide deal attorneys with a review of complex tax issues in M&A deals. The panel will focus on the types and impact of taxable and tax-free acquisitions, divisive reorganizations, earnouts and other deferred payments for buyers and sellers. Read More

M&A Escrow Agreements: Negotiation & Drafting Strategies
Structuring Contract Terms, Dealing With Escrow Agents, Avoiding Conflicts With Acquisitio...
March 11, 2015 CLE CLE On-Demand, Download

This CLE course 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 age... 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 course 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 course 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 course 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 course 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 an... 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 course 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 l... 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 course 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 discuss... 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 course 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 course 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 c... 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 course 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 course 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 agreeme... 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 course 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 course 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 f... 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 course 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 documentatio... 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 course 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 represe... Read More

M&A Trends in Deal Terms and Tactics: Understanding Recent Legal Challenges, Leveraging Ca...
November 20, 2012 CLE CLE On-Demand, Download

This CLE course 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 outcomes... 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 course 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 reco... 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 course 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 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 course 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 course 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 d... 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 course 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 course 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