Library

Discusses what implied warranties are and why sellers disclaim them in their agreements. Walks through a sample provision and explains which language is important to each party.

A look at different approaches to drafting a fraud carve-out in an acquisition agreement. Includes drafting tips and perspectives from ABA M&A Committee members Tali Sealman from White & Case LLP and Glenn West from Weil, Gotshal & Manges LLP.

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.

A look at how to supervise the use of generative AI in legal practice. This course covers best practices for reviewing GenAI-assisted work, identifying common errors such as fabricated citations and incorrect facts, and supervising team members who use these tools. Includes guidance on data security, billing considerations, client expectations, and building sustainable AI supervision practices.

Explains how day-to-day behavior, communication style, and demeanor shapes colleagues’ and clients’ perception of you. Covers practical ways to project professionalism, confidence, and credibility.

Strategies and procedures for defending a corporate witness, including what to do when your witness doesn’t know the answer, questions outside the scope of topics, and rehabilitating the witness through re-direct.

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.

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 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.

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.

Explains the main documents involved in venture financing deals, including key legal and business points and considerations for drafting and reviewing the documents. Documents covered include amended and restated certificates of incorporation, stock purchase agreements, voting agreements, convertible notes, and more.

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