Drafting Corporate Agreements 2010

Overview

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

Why You Should Attend

A properly crafted corporate agreement can serve as a valuable reference for you and your colleagues and, more importantly, can withstand legal challenges. At this program, you will learn how to reduce your client's goals to a complete, clearly written and enforceable agreement. Our highly experienced faculty of leading practitioners will teach you how the provisions of an agreement fit together and the fundamental drafting principles common to all corporate agreements. You will gain an understanding of why and where the tough issues usually arise, as well as what you can do to effectively - and creatively - solve those issues. Plus, hear from litigators about 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
• The ins and outs of employment agreements
• Key structural and drafting considerations in credit agreements and indentures
• 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.

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 receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this 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

Morning Session: 9:00 am - 12:30 pm

9:00  Introduction and Universal Issues in Drafting Corporate Agreements

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

Gerald T. Nowak

9:10  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

Matthew J. Revord

10:10  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

Keith S. Crow, P.C., Curt A. Kramer 

11:10  Break

11:20  Acquisition Agreements (cont.)

12:20  Lunch

Afternoon Session: 1:20 pm - 5:00 pm

1:20  Employment Agreements

• Specific provisions: importance of jurisdiction
• International Employment Agreements
• Executive Compensation: complying with new federal rules and legislation

William J. Bettman

2:20  Credit/Indenture Agreements

• Incurrence and maintenance covenants
• Financial definitions
• Typical, and not so typical, carveouts
• The surprising importance of "administrative" provisions

Gerald T. Nowak, Michelle Speller-Thurman

3:20  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 versus ADR
• Choice of law and jurisdiction
• Enforcement in foreign jurisdictions
• Merger clauses
• Notice provisions

B. Ethical Issues in Drafting Corporate Agreements

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

David C. Layden, Gerald T. Nowak

5:00  Adjourn

Faculty

Chairperson(s)

Gerald T. Nowak, Kirkland & Ellis LLP

Speaker(s)

William J. Bettman, Vedder Price P.C.
Keith S. Crow, P.C., Kirkland & Ellis LLP
Curt A. Kramer, Associate General Counsel and Corporate Secretary, Navistar Inernational Corporation
David C. Layden, Jenner & Block LLC
Matthew J. Revord, Senior Vice President, General Counsel and Secretary, Potbelly
Michelle Speller-Thurman, Office of the General Counsel, Hewitt Associates

Program Attorney(s)

Grace O'Hanlon, Practising Law Institute

CLE Credit

Travel Information

Chicago Seminar Location

University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.

Chicago Hotel Accommodations

Sheraton Chicago Hotel & Towers, 301 East North Water Street, Chicago, IL 60611. (312) 464-1000.