Seminar  Seminar

Drafting and Negotiating Corporate Agreements 2013


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, and employment (SF & CHI) and credit/indenture (NYC) 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.
Morning Session:  9:00 a.m. - 12:15 p.m.

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
Jack S. Bodner

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.

1:15  Specialty Agreements

A. Credit/Indenture Agreements
  • Incurrence and maintenance covenants
  • Financial definitions
  • Typical, and not so typical, carveouts
Nadia Burgard

B. Equity Agreements
  • Shareholder agreements and other equity arrangements
  • Minority rights
  • Transfer provisions
Nancy A. Lieberman

3:15  Networking Break

3:30  Enforcement and Ethics

A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate
[45 minutes]
  • 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 [45 minutes]
  • Identifying ethical errors in contracts
  • What is the role of the attorney in drafting?
Michael S. Sackheim

5:00  Adjourn
Co-Chair(s)
Alyssa A. Grikscheit ~ Sidley Austin LLP
Speaker(s)
Jack S. Bodner ~ Covington & Burling LLP
Nadia Burgard ~ Hunton & WIlliams LLP
Sarkis Jebejian ~ Kirkland & Ellis LLP
Nancy A. Lieberman ~ Skadden, Arps, Slate, Meagher & Flom LLP
Michael S. Sackheim ~ Sidley Austin LLP
Eric Alan Stone ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Program Attorney(s)
Grace E. O'Hanlon ~ Practising Law Institute
New York City Seminar Location

PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

The New York Hilton & Towers1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also make reservations online to access Practising Law Institute rates.

The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com

Sheraton New York Hotel & Towers, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online.

PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.


Please check the CLE Calculator above each product description for CLE information specific to your state.


Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys.  All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.

Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.

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.

Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.

Related Items

Handbook  Course Handbook Archive

Drafting and Negotiating Corporate Agreements 2013 Gerald T. Nowak, Kirkland & Ellis LLP
Deborah J. Ludewig, DJL Corporate Law
Alyssa A. Grikscheit, Sidley Austin LLP
 
Item# 41976
Location:  New York, NY
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Seminar attendance includes course handbook and associated course materials. A downloadable course handbook will also be available several days prior to the program start for your review.