Drafting Corporate Agreements 2009

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

You have an agreement in principle, but now you must reduce it to writing. At Drafting Corporate Agreements 2009, you will learn how to do just that by converting your “meeting of the minds” into a complete, clearly written enforceable agreement. At this program, our highly experienced faculty will liberate you from a dependency on forms, by teaching you how to identify issues and how to find effective and creative drafting solutions to address those issues. You will gain an understanding of how the provisions of an agreement are connected and where the tough issues usually arise. In addition, you will hear from litigators about how to draft contracts with enforcement in mind. Plus, you will leave with invaluable course materials, including copies of model agreements. This program is essential for practitioners who draft agreements in complex business transactions.

What You Will Learn

• Fundamental drafting principles common to all corporate agreements
• Key terms of common transactional agreements and how they are organized
• When and how to use a letter of intent
• The intricacies of employment agreements
• Key structural and drafting considerations in credit agreements and indentures
• The wide range of M&A agreements, both public and private
• The importance of boilerplate to the enforcement of contracts from a litigator’s perspective
• Ethical issues in drafting corporate agreements

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.

Special Features

Live Webcast - Simultaneous live webcast of the New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

Schedule

Please plan to arrive with enough time to register before the conference begins. A continental breakfast will be available upon your arrival.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00  Introduction and Universal Issues in Drafting Corporate Agreements

• The range of corporate agreements
• Selecting forms
• Controlling the process
• Understanding the client’s goals
• Identifying special issues

Deborah J. Ludewig

9:15  Employment Agreements

• General structure and considerations
• Drafting Employment Agreements
• Specific provisions: importance of jurisdiction
• International Employment Agreements
• Executive Compensation

Roberta S. Hayashi

10:15  Break

10:30  Letters of Intent, Confidentiality and Standstill Agreements

• Decision to use a letter of intent
• Binding vs. non-binding terms in letters of intent
• Useful examples of letters of intent and term sheets
• Confidentiality terms and exceptions to confidentiality
• Exclusivity and standstill arrangements

Deborah J. Ludewig

11:30  Acquisition Agreements

• General structure and considerations
• Purchase price determinations and adjustments
• Allocating liabilities
• Representations and indemnification
• Public and private deals
• Auction contexts
• Mergers-of-equals
• Specific provisions; What is “market”?
• “MAC” clauses
• “Fiduciary outs”
• Break-up fees

Rod J. Howard, Scott B. Joachim

12:30  Lunch

Afternoon Session: 1:30 p.m. - 5:15 p.m.

1:30  Acquisition Agreements (cont.)

2:30  Ethical Issues in Drafting Corporate Agreements

• Identifying ethical errors in contracts
• What is the role of the attorney in drafting 

Lawrence T. Kane

3:00  Credit/Indenture Agreements

• General structure and considerations
• Incurrence and maintenance covenants
• Financial definitions
• Typical, and not so typical, carveouts
• The surprising importance of “administrative” provisions

Barry A. Graynor

3:30  Break

4:15  When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate

• Anticipating disputes and breaches
• Litigation versus ADR
• Choice of law and jurisdiction
• Enforcement in foreign jurisdictions
• Merger clauses
• Notice provisions

Jerome F. Birn

5:15  Adjourn

Faculty

Chairperson(s)

Deborah J. Ludewig, DJL Corporate Law

Speaker(s)

Jerome F. Birn, Jr., Wilson Sonsini Goodrich & Rosati, P.C.
Barry A. Graynor, Cooley Godward Kronish LLP
Roberta S. Hayashi, Berliner Cohen
Rod J. Howard, Wilmer Cutler Pickering Hale and Dorr LLP
Scott B. Joachim, Perkins Coie LLP
Lawrence T. Kane, Orrick Herrington & Sutcliffe LLP

Program Attorney(s)

Grace O'Hanlon, Practising Law Institute

CLE Credit

Travel Information

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.