Courses

  1. still frame from Protecting Against the Interloper Risk Preview

    No-Shops

    A discussion on protective provisions in public M&A agreements, with a close look at the No-Shop provision and its main exceptions, Window-Shops and Go-Shops. Features interviews with ABA M&A Committee member Jenny Hochenberg from Freshfields Bruckhaus Deringer and Igor Kirman from Wachtell, Lipton, Rosen & Katz.

  2. still frame from No-Shops: Termination and Forcing the Vote Preview

    No-Shops: Termination and Forcing the Vote

    Covering termination of a deal for a superior proposal, break-up fees, and a look at what it means to “force the vote.” Features interviews with ABA M&A Committee member Jenny Hochenberg from Freshfields Bruckhaus Deringer and Igor Kirman from Wachtell, Lipton, Rosen & Katz.

  3. still frame from Explaining Fraud Carve-Outs Preview

    Fraud Carve-Outs

    An introduction to fraud carve-outs and the issues parties consider when defining fraud, such as who’s liable, whose knowledge matters, what types of fraud claims can be brought, and what statements can form the basis for a fraud claim. Features interviews with ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP.

  4. still frame from Drafting Preview

    Fraud Carve-Outs: Drafting

    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.

  5. still frame from Market Trends Preview

    Fraud Carve-Outs: Market Trends

    ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP discuss market trends for fraud carve-outs, drawing on data from the ABA M&A Committee's 2020-21 Private Target Deal Points Study.

  6. still frame from Why Update Disclosure Schedules? Preview

    Updating Disclosure Schedules

    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.

  7. still frame from Claims 'If True' Preview

    Claims 'If True'

    An explanation of the claims “if true” concept in private M&A deals, including an analysis of the implications to the parties if an acquisition agreement does or does not contain this concept. Features interviews with ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

  8. still frame from Drafting Preview

    Claims 'If True': Drafting

    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.

  9. still frame from Claims 'If True': Market Trends Preview

    Claims 'If True': Market Trends

    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 2020-21 Private Target M&A Deal Points Study.

  10. still frame from Indemnifiable Losses Preview

    Indemnifiable Losses

    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.

  11. still frame from Indemnifiable Losses: Drafting Preview

    Indemnifiable Losses: Drafting

    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.

  12. still frame from What is Sandbagging Preview

    Sandbagging

    An explanation of sandbagging in private M&A deals, including a discussion on pro and anti-sandbagging provisions and how different courts and jurisdictions handle the issue. Features interviews with ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.

  13. still frame from Definition of Knowledge Preview

    Sandbagging: Sample Provisions

    A look at typical sandbagging provisions, including pro-sandbagging and anti-sandbagging provisions. Also includes drafting tips and perspectives from ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.

  14. still frame from Sandbagging: Market Trends Preview

    Sandbagging: Market Trends

    ABA M&A Committee members Lisa Hedrick from Hirschler Fleischer PC and Nate Cartmell from Pillsbury LLP discuss market trends for sandbagging provisions, drawing on data from the ABA’s Private Target M&A Deal Points Study. Lisa and Nate talk about why so many deals are silent on sandbagging, the risk of being silent, and where they think the trend is heading.

  15. still frame from What are Materiality Scrapes? Preview

    Materiality Scrapes

    An introduction to damages scrapes, breach scrapes, and double materiality scrapes. Features interviews with ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.

  16. still frame from Materiality Scrapes: Market Trends Preview

    Materiality Scrapes: Market Trends

    ABA M&A Committee members Lisa Hedrick from Hirschler Fleischer PC and Nate Cartmell from Pillsbury LLP discuss market trends for sandbagging provisions, drawing on data from the ABA M&A Committee's 2020-21 Private Target M&A Deal Points Study. Lisa and Nate talk about why so many deals are silent on sandbagging, the risk of being silent, and where they think the trend is heading.