On-Demand   On-Demand Web Programs

Doing Deals 2017: The Art of M&A Transactional Practice

Released on: Mar. 15, 2017
Running Time: 06:08:09

The M&A market has seen a flurry of activity in 2016.  In addition to the continued high volumes, the market has also seen a number of hostile deals, creative deal structures, spin-offs and a high level of shareholder activist campaigns. The year also saw a record amount of signed deals unwound prior to closing due to regulatory or other issues. M&A litigation is also giving rise to a flurry of decisions and bench rulings that inform practitioners’ views on the latest “M&A deal technology.”  These trends and developments are among the points that will be discussed at the Doing Deals program.

A prominent faculty of top lawyers and investment bankers will share their years of experience and teach you how best to represent your clients by creatively structuring, coordinating and managing M&A transactions.

You will learn:

  • How to choose a transaction structure: Navigating the world of mergers and tender offers
  • Special considerations when doing cross-border deals, including “inversion” transactions, and private equity deals
  • The critical importance of pre-deal documents, such as confidentiality agreements (including recent case law on use restrictions and “don’t ask, don’t waive” standstills)
  • Developments in Delaware law relating to M&A deals
  • The nuts and bolts of definitive agreements – representations and warranties, covenants, conditions and indemnification provisions
  • How to launch or defend against a hostile deal or an activist hedge fund

The program is geared to attorneys in private practice or in-house corporate counsel who seek a practical overview of key issues that arise in the most common types of corporate transactions. This is a full overview of all the skills you need to structure a transaction, draft preliminary and definitive agreements and perform the appropriate due diligence.

Lecture Topics [Total time: 06:08:09]

Segments with an asterisk (*) are available only with the purchase of the entire program.


  • Opening Remarks and Introduction* [00:04:02]
    Igor Kirman
  • The Art of Deal Structuring [01:36:31]
    Wilson Chu, Raymond O. Gietz, Louis Goldberg
  • Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors [01:27:10]
    Kevin Costantino, Kevin Miller, Igor Kirman
  • The Nuts and Bolts of it: Negotiating Acquisition Agreements [01:30:15]
    Stephen S. Coats, Jane Greyf, Jane Morgan
  • It’s a Hostile World: Takeover Defense and Hostile Deals [01:30:11]
    Stephen M. Kotran, Trevor S. Norwitz, Paul J. Shim

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • COMPLETE COURSE HANDBOOK
  • The Art of Cross-Border Deal Structuring: Debunking Myths for Foreign Acquirors of U.S. Targets
    Wilson Chu, Soren Lindstrom
  • Takeover Law and Practice
    Igor Kirman
  • Practical Law: Contingent Value Rights (CVRs)
    Igor Kirman, Victor Goldfeld
  • Deal Lawyers; Vol. 11, No. 1: The Disclosure of Material Relationships by Financial Advisors—Board Disclosure Memos v. Engagement Letter Provisions (January–February 2017)
    Kevin Miller
  • Investment Banker Issues & Considerations (PowerPoint slides)
    Kevin Miller
  • The ABCs of Purchase and Sale Agreements
    Jane Morgan
  • It’s a Hostile World: Responding to Unsolicited Take-Over Proposals
    Stephen M. Kotran, Paul J. Shim, Trevor S. Norwitz

Presentation Material


  • Structuring Deals
    Wilson Chu, Raymond O. Gietz, Louis Goldberg
  • Travel Advisories for the Globetrotting American Deal Lawyer
    Wilson Chu
  • M&A Confidentiality Agreements
    Igor Kirman
  • Emerging Issues in Working with Financial Advisors
    Kevin Costantino, Kevin Miller
  • Alternative Sales Processes
    Kevin Costantino, Kevin Miller
  • Deal Protection and Deal Jumping
    Jane Greyf
  • Private Equity M&A
    Stephen S. Coats
  • The ABC’s of Purchase and Sale Agreements
    Jane Morgan
  • 2016 Hostile M&A and Activism
    Stephen M. Kotran
  • It’s a Hostile World: Takeover Defense and Hostile Deals
    Trevor S. Norwitz
  • Halliburton/Baker Hughes – A Tale of Unintended Consequences
    Paul J. Shim
Chairperson(s)
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Wilson Chu ~ McDermott Will & Emery LLP
Stephen S. Coats ~ General Counsel, Riverstone Holdings LLC
Kevin Costantino ~ President, Greenhill & Co., LLC
Raymond O. Gietz ~ Weil, Gotshal & Manges LLP
Louis Goldberg ~ Davis Polk & Wardwell LLP
Jane Greyf ~ Goodwin Procter LLP
Stephen M. Kotran ~ Sullivan & Cromwell LLP
Kevin Miller ~ Alston & Bird LLP
Jane Morgan ~ Milbank, Tweed, Hadley & McCloy LLP
Trevor S. Norwitz ~ Wachtell, Lipton, Rosen & Katz
Paul J. Shim ~ Cleary Gottlieb Steen & Hamilton LLP
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered.


U.S. MCLE States

Alabama:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s on-demand web programs qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s on-demand web programs are not approved for Arkansas CLE credit.

California:  PLI’s on-demand web programs qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s on-demand web programs qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period, no more than 6 of which may be audio-only.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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Idaho:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s on-demand web programs qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s on-demand web programs qualify as “unmoderated” credit. Attorneys are limited to 6 credits of unmoderated programs per reporting period.

Kansas:  PLI’s on-demand web programs qualify as “prerecorded” credit. Attorneys are limited to 6 credits of prerecorded programs per reporting period.

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Maine:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5.5 credits of self-study per reporting period.

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Mississippi:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

Montana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5 credits of self-study per reporting period.

Nebraska:  PLI’s on-demand web programs qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s on-demand web programs qualify as “self-study” credit. There is no limit to the number of credits an attorney can earn via self-study programs.

New Hampshire:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

New Jersey:  PLI’s on-demand web programs qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional on-demand web programs can be used to fulfill the requirements for New York newly admitted attorneys. Only professional practice and law practice management credits may be earned via transitional on-demand web programs. Ethics and skills credits may not be earned via on-demand web programs.

North Carolina:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

North Dakota:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Ohio:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s on-demand web programs qualify as “online, on-demand” credit. Attorneys are limited to 6 credits of online, on-demand programs per reporting period.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s on-demand web programs qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 3 on-demand credits per reporting period.

South Carolina:  PLI’s on-demand web programs qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 10 credits of self-study per reporting period.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s on-demand web programs qualify as “pre-recorded” credit. Attorneys are limited to 8 credits of pre-recorded programs per reporting period.

Washington:  PLI’s on-demand web programs qualify as “A/V” credit. Attorneys are limited to 22.5 credits of A/V programs per reporting period.

West Virginia:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s on-demand web programs qualify as “repeated, on-demand” credit. Attorneys are limited to 15 credits of repeated, on-demand programs per reporting period. No ethics credits can be earned via on-demand web programs.

Wyoming:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s on-demand web programs are not eligible for CPD-BC credit unless viewed with at least one other attorney or an articled student. In this case, the credit must be recorded as a “study group.”

Ontario (CPD-ON):  PLI’s on-demand web programs qualify as “recorded” credit. If viewed without a colleague, attorneys are limited to 6 credits of recorded programs per year. If viewed with at least one colleague, there is no limit to the number of credits that can be earned via recorded programs.

Quebec (CPD-QC):  PLI’s on-demand web programs can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s on-demand web programs are not approved for CPD-HK credit.

United Kingdom (CPD-UK):  PLI’s on-demand web programs can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s on-demand web programs may fulfill Australia’s CPD requirements. Credit limits for on-demand web programs vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  Select on-demand web programs qualify as “QAS Self-Study” credit. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s on-demand web programs may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s on-demand web programs may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s on-demand web programs may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s on-demand web programs may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s on-demand web programs qualify as "self-paced" credit. SHRM professionals are limited to 30 credits of self-paced programs per recertification period.

Compliance Certification Board (CCB):  PLI’s on-demand web programs qualify as “self-study” credit. Candidates are limited to 10 self-study credits per 12-month period, and certification holders are limited to 20 self-study credits per 2-year renewal period.

Certified Anti-Money Laundering Specialists Certification (CAMS):  PLI’s on-demand web programs are not approved for CAMS credit.

New York State Social Worker Continuing Education (SW CPE):  PLI’s on-demand web programs are not approved for SW CPE credit.

American Bankers Association Professional Certification (ABA):  PLI’s on-demand web programs may fulfill ABA credit requirements.

 

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