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.
How to run a redline of your Microsoft Word documents, as well as how to email the redlines, cleans, and modified pages.
Sellers in private deals often try to limit their liability with limits and thresholds called caps and baskets. This video describes what they are and how they work.
A discussion of how finance departments are structured, including descriptions of the typical responsibilities of common senior finance roles.
ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery discuss market trends for the claims “if true” concept in private M&A deals, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.
Strategies and procedure for motions to compel, opposing motions to compel, and motions for a protective order. Discusses pre-filing requirements, drafting considerations, argument tips, and exhibits to include.
An overview of syndicated loans, including why they’re used, who the main parties are, and the main categories of syndicated loans. The pre-commitment period, including important provisions in commitment letters, the syndication process, and the documentation, closing, and administration of a syndicated loan are also covered.
A strategic look at how to defeat a Daubert motion. Includes how to use the legal standard to your advantage when responding to arguments, things you can do to defend your expert’s methods, how to go on offense in your brief, and a detailed example.
A review of the two methods of calculating franchise tax, and why there’s no need to panic when a corporation receives its first bill.
The different ways you can view your page on the Microsoft Word screen, and when they’re helpful. Includes snapping two documents side by side, the “focus” view that cuts distractions from your screen, and more.
An explanation of earn-out provisions and why they’re used in M&A deals.
An overview of the accounting process, including how transactions appear in a company’s chart of accounts, general ledger, trial balance and financial statements.
An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
Strategic considerations, when TROs and PIs are used, the legal standard, procedure and moving papers, and litigating a preliminary injunction.
The credit agreement is the main agreement in a commercial lending transaction. This course covers the contents of a credit agreement, including a walkthrough of a typical credit agreement.
A basic overview of the various filings required by a public company, from periodic reporting requirements under the Exchange Act, to proxy statements, to reporting requirements for company insiders.
How to do what you want with your headers and footers in a Microsoft Word document. Includes, for example, how to use a different header or footer for different parts of your document—like tables of contents, exhibits, or signature pages.
An overview of how these short agreements are used in M&A deals.
An introduction to the regulatory framework and financial reporting for US and non-US companies, including GAAP, FASB, IFRS and IASB.
A look at how loss is defined in acquisition agreements, including a discussion of buyer and seller perspectives and negotiating positions. Features insights from ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
Developing arguments both supporting and opposing motions for leave to amend, including a discussion of the various grounds for denial. Rules, procedure, and the legal standard.
This course looks at commercial lending practice at a large law firm, including what commercial lending is, who the main players are, and the differences between borrower and lender representations. It also covers how deals are staffed and the roles of finance partners, associates, support staff, and the clients.
An overview of how the Microsoft Word screen is organized, giving users the lay of the land. Includes how to find the tool you need, how the tools are grouped within the ribbon, and how to take advantage of the Navigation Pane.
A primer on the due diligence process in M&A deals, including what due diligence is, its impact on a deal and tips for conducting a diligence review.
The key financial concepts in bankruptcy practice, broken out by the main phases of the bankruptcy process.
ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman discuss market trends in how loss is defined in private M&A deals, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.
Best practices for appearing before a judge virtually, and how best to prepare.
A discussion of guaranties, including the key provisions in a guaranty agreement and the different types of guaranties that can be given, such as payment vs. performance guaranties and down-stream vs. upstream guaranties.
Keyboard shortcuts to help you move through your Microsoft Word document more efficiently.
An introduction to due diligence request lists, including their typical structure and contents and the roles of buyer’s and seller’s counsel.