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 of a typical Preferred Stock Purchase Agreement, including the related Schedule of Exceptions.

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 summary of what a greenshoe option (or overallotment) is and how it works, including an overview of the process and the documentation involved when the option is exercised.

An introduction to the corporate form, including the purpose of a corporation, the ways a corporation may be taxed, the various types of corporations under Delaware law, and the reasons for choosing a corporation over other entity types.

Protecting privileged information is critical in litigation. This course explains privilege and work product, what to do if protected information is sent to the other side, clawbacks, privilege waivers, and joint defense groups.

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.

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

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.

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.

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 the main documents and key provisions in M&A deals, and provides an overview of the M&A deal process from start to finish. This track also explains the structures of M&A deals including asset and stock sales, direct mergers, and forward and reverse triangular mergers.