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.

How to calculate the conversion of a convertible note into preferred stock when the note has a discount, a valuation cap or both.

A look at security instruments like security agreements, pledge agreements, and assignments. A discussion about the purpose of security instruments and their important provisions is also included.

A practical, scenario-based guide to the most common timekeeping mistakes associates make—from shaving hours and late entries to vague descriptions and billing guideline violations—and the real economic and reputational consequences of getting them wrong.

A look at typical sandbagging provisions, including pro-sandbagging and anti-sandbagging provisions. Also includes drafting tips and perspectives from ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.

How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.

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.

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.

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.

Drafting tips and strategic considerations for specific key motions, including motions to dismiss, preliminary injunctions and TROs, discovery motions, and motions for leave to amend.

The different types of Chapter 11 cases, the process of a Chapter 11 case (including the “first days” and 363 asset sales), and the major documents in Chapter 11 (including Chapter 11 plans, disclosure statements and orders, and restructuring support agreements).

This program teaches lawyers about various aspects of two advanced M&A concepts found in acquisition agreements – materiality scrapes and sandbagging. It covers drafting and negotiating tips and buyer and seller perspectives.