Library

An introduction to disclosure schedules updates provisions, including why parties include a right or obligation to update disclosure schedules, the scope of permitted updates, and the updates effect on other rights and obligations of the parties under the acquisition agreement. Features interviews with ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.

Guidance on how to write clear, concise, and purpose-driven emails. Covers tone, structure, formatting, subject lines, and best practices for internal and client-facing emails.

Describes why agreements have amendment and waiver provisions, and the concepts and language these provisions generally include.

The key financial concepts in capital markets practice, including types of securities, pricing, securities offerings and periodic reporting.

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.

The key differences between private equity M&A and strategic M&A, including investment goals, sources of funding, deal complexity, management retention, and break-up fees.

This track introduces the main documents involved in commercial lending deals. It includes walk throughs of the documents and their main provisions, covers key legal and business points, as well as strategic considerations for drafting, reviewing, and filing the documents. Documents covered include commitment letters and other preliminary documents, UCC-1 financing statements, UCC-3s, payoff letters, security agreements, and credit agreements.

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.

An introduction to the main deal documents in a securities offering and the role, scope and process of conducting due diligence for various types of securities offerings.

Rules, procedures, tips and strategic considerations for taking and defending expert depositions. This track covers qualifying as an expert, expert and rebuttal reports, witness prep, questioning techniques, attorney-client privilege, 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.

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.