Library

A walkthrough of an equity commitment letter, as well as an examination of their role in securing financing commitments and their specific implications in private equity mergers and acquisitions.

A walkthrough and explanation of a typical disclosure statement and order, including the related forms of notices and ballots. Covers the main requirements, contents, and drafting process.

An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.

Discusses when audit provisions are used, how the transaction type affects the provision, and what information the clauses usually provide, such as who can conduct the audit and how to treat the findings.

An introduction to due diligence request lists, including their typical structure and contents and the roles of buyer’s and seller’s counsel.

An overview of the typical diligence process in lending transactions, including what’s reviewed and why.

Mastering the essentials of trial practice: opening statements, closing arguments, directs and cross-exams. Also covers courtroom decorum and ethical issues that arise during a trial.

Covers due diligence for venture finance deals and the main economic and control rights negotiated in venture finance term sheets, plus how to make key calculations such as cap tables, pro forma cap tables, prices per share, pro rata rights, note conversions, dividends, and liquidation preferences.

Explains key legal, business, and drafting issues for the most common terms and provisions that appear in day-to-day commercial agreements. This track covers force majeure, indemnification, limitation of liability, notice, publicity, reps & warranties, schedules and exhibits, severability, survival, and term and termination provisions.

Advanced guidance on expert reports and rebuttals, including how to work with your expert to help them effectively plan and draft their reports. Focuses on the Opinions section, but then looks closely at the other sections of the report as well. Also gives strategic advice on drafting Daubert motions and Daubert oppositions. Covers specific ways to attack and defend an expert’s methodology, as well as how to select the best arguments.

This program covers the structure of private equity funds, key deal types, how PE firms approach transactions, and the differences between strategic M&A and Private Equity M&A.

An introduction to the main deal documents in a securities offering and the role, scope and process of conducting due diligence for various types of securities offerings.