Library

The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.

A discussion on the main issues to consider when it comes to GenAI and commercial agreements, with a focus on model training, infringement by the output, ownership of inputs and outputs, and use restrictions.

An explanation of assignment and change of control clauses, including why they’re needed, their impact on a deal and how to locate them during a diligence review.

An explanation of how Heads of Terms are used in M&A transactions, with a line-by-line walkthrough of a sample HoT. The course covers key provisions, including price, structure, warranties, conditions, and exclusivity, as well as binding versus non-binding terms.

Discusses what a severability clause says, why parties include them in their agreements, and how these clauses are treated by courts.

Advanced strategy for crossing an expert, including how to make the expert’s opinions seem unreasonable or unsupported, how to undermine their credibility, and how to adapt your cross after the expert’s direct.

This track explores how private equity deals are financed, how management incentives are structured, and the strategies funds use to create value.

This track takes a look at the typical loan transaction process. This includes an overview of what it means to be a lending attorney, how a commercial lending deal team is typically structured, the main stages of a typical transaction, the due diligence process, the attachment and perfection process for security interests, the use of financing statements under the UCC, and the closing of the loan transaction.

This program covers strategies, rules, and procedures specific to the taking of a corporate deposition, as well as some common mistakes made when taking a deposition and tips for effective deposition prep. It also includes tips for drafting a corporate deposition notice, strategies for taking the deposition such that information responsive to the deposition topic is obtained, and tips for asking questions that will garner clear and usable testimony after the deposition.

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.

How and why emerging companies raise venture capital. This track covers the main VC funding stages, documents associated with each stage, the structure and role of VC firms, and their relationships with clients.

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.