Discussions
Short, engaging training sessions led by your lawyers, with minimal prep required.
Filters
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Fraud Carve-Outs
Covers the importance of defining Fraud in agreements with fraud carve-outs, including the risks of not defining Fraud and buyer and seller perspectives on what the definition should include.
M&A Provisions
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Gun Jumping
SEC gun-jumping rules and safe-harbors for communications during a registered securities offering.
Securities Offerings
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Income Statements
An introduction to income statements including the common classifications of revenue and expenses seen on it and different measures of profitability.
Accounting & Finance
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Indemnifiable Losses
How "loss" is defined in acquisition agreements, including buyer and seller perspectives and negotiating positions.
M&A Provisions
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Introduction to 363 Sales
The basics of 363 sales, including a comparison to Chapter 11 plan sales and out-of-court sales.
Restructuring
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Introduction to Depositions
An introduction to depositions: why they’re used, the different types of deps, deposition procedures and tips for deposition prep.
Civil Litigation Basics
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Introduction to Discovery
The process of conducting discovery, the forms of fact discovery available in civil litigation, and how parties protect confidential and privileged information.
Civil Litigation Basics
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Introduction to Financial Statements
An introduction to the four main financial statements, including their purpose and how they interact with one another.
Accounting & Finance
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Introduction to Motion Practice
The process of filing and opposing motions, the ways to make a motion, and the contents of a brief.
Civil Litigation Basics
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Investor Rights Agreements
The three main rights included in an investor rights agreement, and additional covenants and provisions.
Venture Financing
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Loan Closings
An introduction to the loan closing process, including how the parties prepare for the closing and what happens on closing day. Overviews of the process of collecting and compiling signatures and the purpose of borrowing notices and “funds flow memorandums” are also included.
Commercial Lending
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Materiality Scrapes
Breach scrapes, damages scrapes and double materiality scrapes in M&A deals; buyer and seller perspectives; and the relationship between materiality scrapes, rep & warranty insurance, and other provisions.
M&A Provisions
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M&A Closings
An introduction to the closing process for M&A deals, including the main closing documents and certificates.
M&A Basics
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M&A Deal Structures
The main types of M&A deal structures, including their key legal, business, and tax considerations.
M&A Basics
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M&A Due Diligence and Disclosure Schedules
An introduction to the due diligence process in M&A deals and the relationship of due diligence to disclosure schedules.
M&A Basics
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M&A Term Sheets
The purpose, structure, and elements of a term sheet for M&A deals.
M&A Basics
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Motions to Amend Pleadings
Tips and strategies for drafting and opposing motions for leave to amend, including common reasons for amending.
Motion Practice
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Motions to Dismiss: Strategies for 12(b)(6) Briefing
Strategies for making and opposing a motion to dismiss for failure to state a claim, including developing your arguments, drafting, and procedural tips.
Motion Practice
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Opposition Briefs
Strategies and tips for drafting an opposition brief, including how to effectively review the opening brief.
Motion Practice
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Oral Arguments
How to prepare for and present oral argument
Motion Practice