Library

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.

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.

Management incentives used in private equity mergers and acquisitions, covering both equity and non-equity incentives, and looking at how the various incentives motivate key personnel in portfolio companies after the acquisition. The course discusses incentive units, RSUs, rollover equity, deferred compensation, SARs, phantom units, and change of control bonuses.

The fundamentals of UK M&A transactions, covering deal structures, transaction processes, core documents, and the commercial factors that shape deal execution. The course focuses on private deals but also gives an overview of public takeovers to highlight key differences.

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.

Examines a sample waiver of jury trial provision, discussing the scope of the waiver and enforceability considerations.

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 certificate program gives lawyers an understanding of generative AI and large language models, covering key AI concepts and terms, the impact of GenAI on the legal industry and practical applications for lawyers. It also looks at the risks, limitations, and ethical concerns associated with LLMs, letting legal professionals better understand the opportunities and considerations involved in using GenAI in their practice.

An introduction to the discovery process in civil litigation, including discovery requests, written responses and objections, interrogatories, requests for admission, depositions, and e-discovery.

Mastering the essentials of trial practice: opening statements, closing arguments, directs and cross-exams. Also covers courtroom decorum and ethical issues that arise during a trial.

Tips and strategies for working effectively with experts on your case. Covers how to prepare for direct of your expert, prepare your expert for cross, and conduct cross examination of the other side’s expert. Gives tips for maximizing your expert’s performance and steering clear of mistakes. Also discusses tricky ethical areas like privilege over communications and draft reports, as well as how to choose the right expert in the first place.

Explains the main documents and key provisions in M&A deals, and provides an overview of the M&A deal process from start to finish. This track also explains the structures of M&A deals including asset and stock sales, direct mergers, and forward and reverse triangular mergers.