Library

An overview of the main types of PE deals an M&A associate would encounter, including buyouts (with a focus on leveraged buyouts), carveouts, and minority investments. This course also discusses rollover equity, buy-and-build, co-investments, and growth equity.

Once the financial terms of a venture deal are set, the lawyers need to work out exactly how much each investor is investing and how many shares they’ll be issued. This course explains the calculations involved.

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.

An examination of what disclosure letters are, how they work as a risk allocation tool alongside warranties, and the drafting and negotiating process. The course covers general versus specific disclosures, disclosure standards, and how buyer knowledge affects warranty protection.

A look at earn-outs and purchase price adjustments, including why they’re used, common metrics, and how they work in practice.

The “first days” in a Chapter 11 case are very important and serve as the basis for the company’s operation in Chapter 11. This course explains what happens in the first days and covers the various first day orders, motions, and hearings.

This program covers how corporations authorize their actions and draft written consents, Delaware annual reports, ‘34 Act disclosure requirements for public companies, and two methods of calculating corporate franchise tax.

This program covers the structure of private equity funds, key deal types, how PE firms approach transactions, and the differences between strategic M&A and Private Equity M&A.

How to nail your oral argument, both in person and virtually; how to draft your brief persuasively; and how to make sure everything in your brief is cited properly.

Lawyers will learn about the main types of loans, including term loans, revolvers, secured and unsecured loans, and bilateral and syndicated loans. The program also reviews key features commonly found in commercial loans, such as repayment provisions, guaranties, and covenants and events of default.

An introduction to the main deal documents in a securities offering and the role, scope and process of conducting due diligence for various types of securities offerings.

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.