Library

Management incentives used in private equity mergers and acquisitions, covering both equity and non-equity incentives, and looking at how the various incentives motivate key personnel in portfolio companies after the acquisition. The course discusses incentive units, RSUs, rollover equity, deferred compensation, SARs, phantom units, and change of control bonuses.

Once the financial terms of a venture deal are set, the lawyers need to work out exactly how much each investor is investing and how many shares they’ll be issued. This course explains the calculations involved.

A discussion on buyer and seller perspectives regarding the issue of sandbagging. Features ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.

A brief introduction to forward triangular mergers.

Procedure for noticing or subpoenaing a deposition, examples of a deposition notice and subpoena, and the process of scheduling depositions.

A discussion of certificates of incorporation, including required and optional components of an initial certificate, how they change as a company grows, and the amendment process. Also covers the important differences between public and private company charters.

This program teaches lawyers about various aspects of two advanced M&A concepts found in acquisition agreements – Claims ‘If True’ provisions and the concept of indemnifiable losses (with a focus on the definition of “Loss”). It covers drafting and negotiating tips and buyer and seller perspectives.

An advanced look at trial practice. Includes how to create and use a master trial plan, run a trial team, set yourself up well for an appeal, and make sure your witnesses are ready.

Key strategies and procedures for defending a corporate deposition. This track covers responding to a corporate deposition notice, selecting and preparing the corporate witness, deposition objections, protective orders, confidentiality designations, and more.

This program covers how corporations authorize their actions and draft written consents, Delaware annual reports, ‘34 Act disclosure requirements for public companies, and two methods of calculating corporate franchise tax.

This program covers the ethical use of AI across core areas of legal practice, helping lawyers understand both the opportunities and the ethical considerations of these powerful tools. The program covers AI’s role in transactional work and litigation, guidance on prompting large language models, and the ethical and professional responsibility issues that arise when using AI in legal practice. Lawyers will gain practical knowledge to use AI tools effectively and responsibly in real-world settings

The basics of due diligence and closings in M&A deals. Includes an overview of the diligence process, tips for conducting due diligence, the closing process, the differences between simultaneous and delayed closings, and guidance on drafting key closing documents.