This is a webcast of the live New York session.Why you should attend
At this perennial favorite, our expert faculty will teach you the basics of drafting and negotiating corporate agreements - from how the provisions of an agreement fit together, to the fundamental drafting and negotiating principles common to all corporate agreements. You will learn how to reduce your client’s goals to a complete, clearly written and enforceable agreement, and how to identify what issues are most likely to come up in a negotiation of that agreement. You will gain an understanding of why and where the tough issues usually arise during the drafting phase, as well as what you can do to effectively, and creatively, solve those issues - and thereby free yourself from a dependency on forms. Plus you will obtain a litigator’s perspective on how to draft contracts with enforcement in mind, and learn about common ethical issues in drafting corporate agreements. This program is essential for practitioners who draft agreements in complex business transactions.
What you will learn
- Key terms of standard transactional agreements and how they are organized
- When and how to use letters of intent, confidentiality and standstill agreements
- The wide range of M&A agreements, both public and private
- Special agreements, including equity (NYC & CHI), credit/indenture (NYC), employment (SF & CHI), and licensing (SF) agreements
- The importance of boilerplate to the enforcement of contracts, from a litigator’s perspective
- Common ethical errors in contracts
Who should attend
Corporate attorneys in private practice and in-house counsel who have, or want to assume, primary responsibility for drafting agreements in complex business transactions.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.S.T.
Morning Session: 9:00 a.m. - 12:15 p.m. (E.S.T.)
9:00
A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements
- The range of corporate agreements
- Controlling the process
- Understanding the client’s goals
- Identifying special issues
Alyssa A. Grikscheit
B. Letters of Intent, Confidentiality and Standstill Agreements
- Deciding to use a letter of intent
- Binding vs. non-binding terms
- Confidentiality terms and exceptions
- Exclusivity and standstill arrangements
Catherine J. Dargan
10:00 Acquisition Agreements
- Purchase price determinations and adjustments
- Allocating liabilities
- Representations, warranties and indemnification
- Public and private deals
- Auction contexts
- Mergers-of-equals
- Specific provisions; what is “market”?
- “MAC”/“MAE” clauses
- “Fiduciary outs”
- Break-up fees
Alyssa A. Grikscheit, Sarkis Jebejian
11:00 Networking Break
11:15 Acquisition Agreements (continued)
12:15 Lunch
Afternoon Session: 1:15 p.m. - 5:00 p.m. (E.S.T.)
1:15 Specialty Agreements
A. Equity Agreements
- Shareholder agreements and other equity arrangements
- Minority rights
- Transfer provisions
Audra D. Cohen
B. Credit/Indenture Agreements
- Incurrence and maintenance covenants
- Financial definitions
- Typical, and not so typical, carveouts
Nadia Burgard
3:15 Networking Break
3:30 Enforcement and Ethics
A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate
- Anticipating disputes and breaches
- Litigation vs. ADR
- Choice of law and jurisdiction
- Enforcement in foreign jurisdictions
- Merger clauses
- Notice provisions
Eric Alan Stone
B. Ethical Issues in Drafting Corporate Agreements
- Identifying ethical errors in contracts
- What is the role of the attorney in drafting?
Michael S. Sackheim
5:00 Adjourn
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.