Library

An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.

A review of covenants and events of default, including affirmative and negative covenants, a detailed look at financial covenants, and the interplay between covenants and events of default. This course also looks at the concepts of “covenant lite” and “springing covenants” as well as the difference between a Default and an Event of Default.

An overview of rep & warranty insurance, including how it works and why it has become a key component of many M&A deals. Explains the terminology used in rep & warranty insurance, as well as RWI’s impact on a purchase agreement, negotiations, and due diligence.

Introduces key AI terms and concepts, such as deep learning, machine learning, generative AI, LLMs, and supervised and unsupervised learning.

A basic overview of the various filings required by a public company, from periodic reporting requirements under the Exchange Act, to proxy statements, to reporting requirements for company insiders.

Developing arguments both supporting and opposing motions for leave to amend, including a discussion of the various grounds for denial. Rules, procedure, and the legal standard.

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 track explores how private equity deals are financed, how management incentives are structured, and the strategies funds use to create value.

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 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.

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 the corporate form, the four stages of a corporation’s life cycle—startup, growth, maturity, and decline—and key stages of corporation formation, including incorporation, organization, and capitalization, as well as the biggest governance issues faced by corporations at each stage and an overview of the role lawyers typically play at each stage.