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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
Scott B. Joachim

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
Scott B. Joachim

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
Rod J. Howard, Scott B. Joachim

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. Equity Agreements
  • Shareholder agreements and other equity arrangements
  • Minority rights
  • Transfer provisions
Eva H. Davis

B. Employment Agreements

  • Essential terms of all employment agreements
  • How to protect confidential information and inventions
  • Severance agreements and dispute resolution procedures
Paula M. Weber

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
David S. Steuer

B. Ethical Issues in Drafting Corporate Agreements [45 minutes]
  • Identifying ethical errors in contracts
  • What is the role of the attorney in drafting?
Julia Vax

5:00  Adjourn
Co-Chair(s)
Eva H. Davis ~ Kirkland & Ellis LLP
Scott B. Joachim ~ Fenwick & West LLP
Speaker(s)
Rod J. Howard ~ Founder and Senior Managing Director, CapKey Advisors
David S. Steuer ~ Wilson Sonsini Goodrich & Rosati
Julia Vax ~ Arnold & Porter LLP
Paula M. Weber ~ Pillsbury Winthrop Shaw Pittman LLP
Program Attorney(s)
Grace E. O'Hanlon ~ Practising Law Institute

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (415) 498-2800

San Francisco Hotel Accommodations

The Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105. Call (800) 917-7456 seven days a week from 6:00 am to 12:00 am (PDT) and mention you are attending this program at Practising Law Institute to receive the preferred rate. For online reservations, go to www.sfpalace.com/pli to receive the preferred rate.

Due to high demand we recommend reserving hotel rooms as early as possible.

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# 41977
Location:  San Francisco, CA
We are sorry, but this program is no longer available for purchase online. For more information please call our Customer Service Department at (800) 260-4PLI.
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.
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