A look at buyer and seller perspectives regarding claims “if true” language in acquisition agreements. Features interviews with ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery LLP.
How to approach drafting an appellate brief, including choosing and preparing your arguments, tips for drafting your facts and argument sections, procedure, and how appellate briefs differ from lower court briefs.
An overview of loan repayments, including a discussion of amortization, balloon payments, voluntary vs. mandatory prepayments, and prepayment penalties.
Advanced strategy for crossing an expert, including how to make the expert’s opinions seem unreasonable or unsupported, how to undermine their credibility, and how to adapt your cross after the expert’s direct.
How to manage a trial team, lead its operations, and make sure that all trial materials are completed on time and consistently with team strategy. This course is valuable both for the person in charge of the team, as well as any other member. It includes how to effectively assign trial tasks, optimize (and not overdo) team meetings, make decisions efficiently, delegate effectively, and stay on top of trial deadlines.
How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.
A discussion on the main issues to consider when it comes to GenAI and commercial agreements, with a focus on model training, infringement by the output, ownership of inputs and outputs, and use restrictions.
How to use Microsoft Word’s Styles tool for consistent formatting in your document. Also includes different ways to alter the formatting of a Style.
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 audit is the primary mechanism for providing confidence in the reliability of a company’s financial statements. This course explains the audit process, audit opinions and how audited financial statements are put together.
A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.
Discussion of supporting documents that may be filed with a brief. Covers the notice of motion, proposed order, declarations and affidavits, exhibits, motions to seal, and proof of service. Provides drafting tips and rules, as well as guidance on how to avoid a last-minute scramble with numbering your exhibits.
An advanced discussion of moving to exclude an expert, including how to formulate arguments, different ways to attack methodology, and strategic drafting to persuade the judge.
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.
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.
A look at earn-outs and purchase price adjustments, including why they’re used, common metrics, and how they work in practice.
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.