Library

A discussion of the different types of debt financing used in private equity, including senior debt, subordinated debt, and high-yield debt.

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.

An overview of rep & warranty insurance, including how it works and why it has become a key component of many M&A deals. Explains the terminology used in rep & warranty insurance, as well as RWI’s impact on a purchase agreement, negotiations, and due diligence.

Explains the reasons parties use publicity provisions, and examines the restrictions and exceptions found in a typical provision.

The function and makeup of a board of directors, including who sits on a board, how directors are elected, the board’s powers and basic fiduciary duties, and a look at board committees.

A discussion of guaranties, including the key provisions in a guaranty agreement and the different types of guaranties that can be given, such as payment vs. performance guaranties and down-stream vs. upstream guaranties.

An introduction to corporate restructuring practice, including how restructuring practice groups are organized, the roles of the key players, the types of restructuring transactions distressed companies may consider, and overviews of Chapter 11 cases and 363 sales.

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.

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.

An introduction to the four main financial statements for companies: balance sheets, income statements, cash flow statements, and statements of shareholder equity. This track also explains key accounting and financial concepts for understanding the statements.

The basics of taking a deposition. This track includes how to notice or subpoena a deposition, draft a deposition outline, and select documents to use in the deposition; plus effective questioning techniques and strategies for dealing with a difficult witness or opposing counsel.

How to draft key sections of your brief persuasively, structure and present arguments and facts clearly, and prepare supporting motion documents.