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.

A walkthrough of the principal documentation on a UK private M&A deal, explaining the key provisions in the sale and purchase agreement as well as the parts of a disclosure letter.

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.

How to calculate the investment amount and number of shares to be issued in accordance with an investor’s pro rata right.

A review of closing checklists, including why they’re important, their typical format and contents, and a few tips and strategies for drafting and updating them.

A discussion of the phases, process, and timeline in a 363 Sale. Includes marketing, stalking horse bidders, the APA, bidding procedures, the auction process, and court approval and closing.

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.

Explains key concepts in financial reporting and accounting, such as accrual accounting, revenue recognition, and depreciation and amortization. This track also covers the roles in a finance department; the processes of accounting, financial reporting, and audits; and how to analyze a company’s annual report and financials.

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.

Explains key legal, business, and drafting issues for the most common terms and provisions that appear in day-to-day commercial agreements. This track covers force majeure, indemnification, limitation of liability, notice, publicity, reps & warranties, schedules and exhibits, severability, survival, and term and termination provisions.

This program explains certificates of incorporation and corporate bylaws, discussing their respective roles in a company, how they can be amended, and other important aspects of these important corporate documents. The program also provides an overview of the key players in a corporation: its stockholders, the board of directors, and the main officers.

Explains three critical issues for a company as it goes through a bankruptcy case: the methods of financing available to the company, the process and procedure of bankruptcy litigation, and how contracts and leases are dealt with when a company goes through a restructuring.