Library

Management incentives used in private equity mergers and acquisitions, covering both equity and non-equity incentives, and looking at how the various incentives motivate key personnel in portfolio companies after the acquisition. The course discusses incentive units, RSUs, rollover equity, deferred compensation, SARs, phantom units, and change of control bonuses.

An explanation of how to use IF functions to perform calculations based on specified criteria, with a practice example based on a cap table.

An introduction to reps and warranties and why they’re important in an M&A deal. Covers buyer and seller reps, qualifiers, the connection between reps and disclosure schedules, and how breaches of reps impact other provisions in the purchase agreement.

An overview of the typical diligence process in lending transactions, including what’s reviewed and why.

An introduction to privilege logs, including what priv logs are, how to identify the documents that need to be logged, preparing the privilege logs, and reviewing the other side’s logs.

Structuring the argument, ways to present and argue legal authorities, tips for integrating facts and legal argument, and other drafting strategies.

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.

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.

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 various aspects of two advanced M&A concepts found in acquisition agreements – disclosure-schedule-updates provisions and the concept of defining “Fraud” in fraud carve-outs. This track covers drafting and negotiating tips, buyer and seller perspectives, and market trends information from the ABA M&A Committee’s 2022-23 Private Target Deal Points Study.

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.

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.