Courses

How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.

How to use Microsoft Word’s Styles tool for consistent formatting in your document. Also includes different ways to alter the formatting of a Style.

An introduction to reps and warranties and why they’re important in an M&A deal. Covers buyer and seller reps, qualifiers, the connection between reps and disclosure schedules, and how breaches of reps impact other provisions in the purchase agreement.

An audit is the primary mechanism for providing confidence in the reliability of a company’s financial statements. This course explains the audit process, audit opinions and how audited financial statements are put together.

A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

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.

An advanced discussion of moving to exclude an expert, including how to formulate arguments, different ways to attack methodology, and strategic drafting to persuade the judge.

An introduction to the corporate form, including the purpose of a corporation, the ways a corporation may be taxed, the various types of corporations under Delaware law, and the reasons for choosing a corporation over other entity types.

How to run a redline of your Microsoft Word documents, as well as how to email the redlines, cleans, and modified pages.

Sellers in private deals often try to limit their liability with limits and thresholds called caps and baskets. This video describes what they are and how they work.

A discussion of how finance departments are structured, including descriptions of the typical responsibilities of common senior finance roles.

ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery discuss market trends for the claims “if true” concept in private M&A deals, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.

Strategies and procedure for motions to compel, opposing motions to compel, and motions for a protective order. Discusses pre-filing requirements, drafting considerations, argument tips, and exhibits to include.

An overview of syndicated loans, including why they’re used, who the main parties are, and the main categories of syndicated loans. The pre-commitment period, including important provisions in commitment letters, the syndication process, and the documentation, closing, and administration of a syndicated loan are also covered.

A strategic look at how to defeat a Daubert motion. Includes how to use the legal standard to your advantage when responding to arguments, things you can do to defend your expert’s methods, how to go on offense in your brief, and a detailed example.

A review of the two methods of calculating franchise tax, and why there’s no need to panic when a corporation receives its first bill.

The different ways you can view your page on the Microsoft Word screen, and when they’re helpful. Includes snapping two documents side by side, the “focus” view that cuts distractions from your screen, and more.

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

An overview of the accounting process, including how transactions appear in a company’s chart of accounts, general ledger, trial balance and financial statements.

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.

Strategic considerations, when TROs and PIs are used, the legal standard, procedure and moving papers, and litigating a preliminary injunction.

The credit agreement is the main agreement in a commercial lending transaction. This course covers the contents of a credit agreement, including a walkthrough of a typical credit agreement.

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.

How to do what you want with your headers and footers in a Microsoft Word document. Includes, for example, how to use a different header or footer for different parts of your document—like tables of contents, exhibits, or signature pages.

An overview of how these short agreements are used in M&A deals.

An introduction to the regulatory framework and financial reporting for US and non-US companies, including GAAP, FASB, IFRS and IASB.

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.

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.

This course looks at commercial lending practice at a large law firm, including what commercial lending is, who the main players are, and the differences between borrower and lender representations. It also covers how deals are staffed and the roles of finance partners, associates, support staff, and the clients.

An overview of how the Microsoft Word screen is organized, giving users the lay of the land. Includes how to find the tool you need, how the tools are grouped within the ribbon, and how to take advantage of the Navigation Pane.