Library

A walkthrough of an equity commitment letter, as well as an examination of their role in securing financing commitments and their specific implications in private equity mergers and acquisitions.

Explains what survival clauses do, the reasons provisions in an agreement might need to survive, and the language typically used in these clauses. Also examines which sections of agreements are usually included in survival clauses.

Reverse triangular mergers aren’t as complicated as they sound. This video explains what they are and why parties use them.

Focuses on how junior associates can confidently and efficiently receive new assignments. Covers how to prepare for assignment meetings, ask clarifying questions, confirm expectations, and follow up.

An introduction to annual reports under state law (mainly Delaware), including what’s in the reports and why, the timing of filings, and penalties if the company is late.

The true power of Excel is its ability to perform calculations. This course explains how calculations work and introduces concepts such as formulas and relative and absolute cell references.

This track takes a look at the typical loan transaction process. This includes an overview of what it means to be a lending attorney, how a commercial lending deal team is typically structured, the main stages of a typical transaction, the due diligence process, the attachment and perfection process for security interests, the use of financing statements under the UCC, and the closing of the loan transaction.

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.

An introduction to various aspects of two advanced M&A concepts found in acquisition agreements – disclosure-schedule-updates provisions and the concept of defining “Fraud” in fraud carve-outs. This track covers drafting and negotiating tips, buyer and seller perspectives, and market trends information from the ABA M&A Committee’s 2022-23 Private Target Deal Points Study.

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.

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.

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.