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Overview
Practical Guidance and Resources From Seasoned Attorneys
Take the time to power up your APA drafting with this detailed guide through every provision. Come away with sample language, helpful checklists, and best practice advice from experienced attorney faculty. From term sheets through post-closing considerations (plus a tailored legal ethics guide), this course will improve your deal-making skills. Hone your contracts craft - register today!
- Pave the way for effective negotiations with clear term sheets and LOIs.
- Power up your due diligence with helpful checklists and analysis tips.
- Manage risk better: improve your LOL and reps and warranties provisions.
- Learn how to structure asset transactions, taking into consideration the nature of assets and various tax factors.
- Walk through the critical closing and post-closing steps.
Abbreviated Agenda
- Term Sheets and Letters of Intent (With Sample Language)
- Due Diligence Analysis and Checklist
- Drafting APA Provisions: Part 1 (With Sample Language)
- Drafting APA Provisions: Part 2 (With Sample Language)
- Part 3: Drafting Dangerous Provisions (With Sample Language)
- Final Document Assembly, Closing and Post-Closing Checklists
- The Role of Generative AI in Contract Drafting and Management
- Legal Ethics of APA Drafting and Negotiations
Credit Details
Credits Available
| Credit | Status | Total | Until |
|---|---|---|---|
| Alaska CLE |
|
6 Total | 11-24-2027 |
| Alabama CLE |
|
6 Total | 12-31-2025 |
| Arkansas CLE |
|
6 Total | 06-30-2026 |
| Arizona CLE |
|
6 Total | 11-24-2027 |
| California CLE |
|
6 Total | 11-24-2027 |
| Colorado CLE |
|
7 Total | 12-31-2026 |
| Connecticut CLE |
|
6 Total | 11-24-2027 |
| Delaware CLE |
|
6 Total | 11-24-2027 |
| Florida CLE |
|
7 Total | 05-31-2027 |
| Georgia CLE |
|
6 Total | 12-31-2025 |
| Hawaii CLE |
|
6 Total | 11-24-2027 |
| Iowa CLE |
|
6 Total | 11-24-2026 |
| Idaho CLE |
|
6 Total | 06-06-2029 |
| Illinois CLE |
|
6 Total | 11-23-2027 |
| Indiana CLE |
|
6 Total | 11-24-2026 |
| Kansas CLE |
|
7 Total | 11-23-2026 |
| Kentucky CLE |
|
6 Total | 06-30-2026 |
| Louisiana CLE |
|
6 Total | 11-24-2026 |
| Maine CLE |
|
6 Total | 11-23-2027 |
| Minnesota CLE |
|
6 Total | 11-24-2027 |
| Missouri CLE |
|
6 Total | 11-24-2027 |
| Northern Mariana Islands CLE |
|
6 Total | 11-24-2027 |
| Mississippi CLE |
|
6 Total | 07-31-2026 |
| Montana CLE |
|
6 Total | 11-24-2028 |
| North Carolina CLE |
|
6 Total | 02-28-2026 |
| North Dakota CLE |
|
6 Total | 11-24-2028 |
| Nebraska CLE |
|
6 Total | 11-24-2027 |
| New Hampshire CLE |
|
6 Total | 11-24-2028 |
| New Jersey CLE |
|
7.2 Total | 08-07-2026 |
| New Mexico CLE |
|
6 Total | 11-24-2027 |
| Nevada CLE |
|
6 Total | 11-24-2028 |
| New York CLE |
|
7 Total | 11-24-2028 |
| Ohio CLE |
|
6 Total | 12-31-2025 |
| Oklahoma CLE |
|
7 Total | 11-24-2027 |
| Oregon CLE |
|
6 Total | 11-24-2028 |
| Pennsylvania CLE |
|
6 Total | 11-24-2027 |
| Rhode Island CLE |
|
6 Total | 06-30-2026 |
| South Carolina CLE |
|
6 Total | 12-31-2025 |
| Tennessee CLE |
|
6 Total | 11-23-2027 |
| Texas CLE |
|
6 Total | 10-31-2026 |
| Utah CLE |
|
6 Total | 12-31-2025 |
| Virginia CLE |
|
6 Total | 10-31-2026 |
| Vermont CLE |
|
6 Total | 11-24-2027 |
| Washington CLE |
|
6 Total | 11-23-2030 |
| Wisconsin CLE |
|
7 Total | 12-31-2026 |
| West Virginia CLE |
|
7.2 Total | 11-24-2027 |
| Wyoming CLE |
|
6 Total | 08-12-2026 |
Select Jurisdiction
CLE
Agenda
-
Term Sheets and Letters of Intent (With Sample Language)
- Identifying and Describing Key Terms
- Good Faith, Confidentiality, and Other Important Issues
- Sample Documents Review
-
Due Diligence Analysis and Checklist
- Process Overview
- Reviewing Financials
- Investigating Assets
- Third Party, Security, and Financing Issues
- Contracts Review
- Employment Issues and Agreements
- Critical Compliance Considerations
-
Drafting APA Provisions: Part 1 (With Sample Language)
- Preamble, Recitals, Identification of Parties, and Key Definitions
- Governing Law
- Defining Assets to be Acquired
- Transaction Mechanics and Party Obligations
- Non-Compete and Confidentiality Agreements
-
Drafting APA Provisions: Part 2 (With Sample Language)
- Purchase Price, Consideration, and Price Allocation
- Tax Considerations
- Closing and Closing Deliverables
- Employee Matters
- Post-Closing Adjustments
- Dispute Resolution
- Ancillary Documents
-
Part 3: Drafting Dangerous Provisions (With Sample Language)
- Assumption of Liability
- Representations, Warranties and Covenants
- Indemnification
- Conditions
-
Final Document Assembly, Closing and Post-Closing Checklists
-
The Role of Generative AI in Contract Drafting and Management
-
Legal Ethics of APA Drafting and Negotiations
- Competence Duty in the Context of Business Contracts Law
- Candor in Negotiations
- Guarding Confidentiality
- Attorney Fee Agreements
- Data Security Considerations
- Informed Client Consent
- Post-Transaction Duties
- Financial Conflicts
Who Should Attend
This course is designed for attorneys. Accountants and paralegals may also benefit.
Speakers
Speaker bio
James P. Greifzu
serves as partner in Wiggin and Dana LLP's Stamford office, where he represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, cannabis and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions. He frequently advises management teams and C-Suite executives in rollover equity, corporate governance and other matters in connection with M&A transactions. Mr. Greifzu is a member of the oversight committee for the Wiggin Opportunity Initiative, through which the firm provides free legal services to businesses owned by women, minority individuals, and persons of other historically underrepresented groups, as well as a member of the firm's Pro Bono Committee. He earned his J.D. degree, cum laude, from Temple University Beasley School of Law and his B.A. degree, cum laude, from Colgate University.
Speaker bio
Joseph S. Streb
is a sole practitioner in Columbus. For many years, he has represented small and medium-sized business, especially in the construction industry, and he works as a litigator in both state and federal courts. Mr. Streb is the author of newspaper and magazine articles, scholarly articles in law and media studies, and literary works. He is a member of the Ohio State, New York, and Columbus bar associations; and is admitted to practice before the Ohio State Supreme Court; New York State Bar; U.S. District courts in Ohio, Michigan, Illinois, and Wisconsin; U.S. Court of Appeals 6th Circuit; U.S. Tax Court; and U.S. Supreme Court. Mr. Streb earned his undergraduate degree, master's degree and doctoral degree from The Ohio State University; and his Juris Doctorate degree from Capital University Law School. He is a seven-time national champion in the veteran's division of the United States Fencing Association, and he has won nine world championship medals. He has presented for other National Business Institute seminars on the topics of limited liability companies and buying and selling businesses.
Speaker bio
Arthur M. Nathan
is a Member of Dykema Gossett PLLC in Houston, where he is a corporate lawyer practicing in the areas of mergers and acquisitions and business taxation. With more than 50 years of experience, a significant part of his practice involves the representation of clients who are buying or selling businesses. Mr. Nathan earned his B.A. degree, with high honors, and his J.D. degree, with honors, from the University of Texas at Austin. He was an adjunct professor of law at the University of Houston Law Center where he taught courses in Advanced Corporate Taxation and Business Planning. Mr. Nathan is a member of the State Bar of Texas, and the American Bar Association (member, Taxation Section Committee on Negotiated Acquisitions). He is board-certified in tax law by the Texas Board of Legal Specialization and is presently a Member of the Law 360 Editorial Advisory Board for Mergers & Acquisitions.
Speaker bio
Caitlin M. Gustafson
is a partner with Kutak Rock in the firm's corporate finance group and advises clients on a broad spectrum of corporate matters and transactions, including corporate governance, business entity formation, and middle-market mergers and acquisitions, as well as bank regulatory and securities law matters. She regularly counsels issuers and investors in venture capital financings, private placements and other private securities offerings. She earned her B.S. degree, summa cum laude, from Wayne State College and her J.D. degree from the University of Nebraska College of Law. Ms. Gustafson is admitted to practice in Nebraska.
Speaker bio
Jeffrey W. Berkman
is a founding partner with Falcon Rappaport & Berkman LLP focusing on corporate and securities law matters. He represents entrepreneurs, domestic and international companies, closely held businesses, family offices, investors, and not-for-profit organizations in connection with business structuring, domestic and cross-border transactions, mergers and acquisitions, venture capital, private equity, secured financing, joint ventures, investment fund structuring, securities law matters, commercial transactions/contracts, and a wide-variety of other business law matters. Mr. Berkman has practiced law for more than 35 years, working with entrepreneurs, investors, companies, investment funds, and joint ventures in various industries, including venture capital, private equity, technology, Internet, telecommunications, healthcare, food services, retail, fashion, management consulting, manufacturing, engineering, goods and services providers, professional practices, entertainment/film, and emerging media. He was previously general counsel of a multimillion-dollar venture capital firm with operations in the U.S., Europe and Asia. Mr. Berkman has served on the Board of Directors of both public and private companies. He was a judicial law clerk for Judge Rodger Miner (dec.), Second Circuit Court of Appeals. Mr. Berkman is an adjunct professor at Maurice A. Deane School of Law at Hofstra University He is a lecturer for continuing legal education classes and a presenter at a variety of seminars and business workshops. Mr. Berkman earned his B.A. degree in political science, cum laude, with a concentration in Mandarin Chinese from Middlebury College; his J.D. degree from New York Law School; and his LL.M. degree, Master of Laws from New York University School of Law. He is admitted to practice in New York and Connecticut.
Speaker bio
Kyle M. Lawrence
is a partner with Falcon Rappaport & Berkman LLP's corporate and securities practice group, and with the digital assets practice group. His practice is focused on corporate and private securities matters, serving clients as lead counsel on all types of corporate transactions including private placements, mergers, acquisitions, joint ventures, corporate finance, planning and strategies, licensing, manufacturing, supply, and distribution arrangements. Mr. Lawrence provides dedicated hands-on personal support to clients from negotiation to closing and beyond. In mergers and acquisitions transactions, he has regularly represented both buyers and sellers of businesses. Over the past 15 years, he has successfully closed numerous deals with business owners selling their businesses to strategic buyers, private equity funds, and private equity-backed strategic buyers both domestically and internationally. With respect to securities offering and financing transactions, Mr. Lawrence has significant experience representing both issuers and founders on the one hand, and investors on the other hand, giving him years of experience related to private securities offerings, venture capital, and similar startup financings, and FINRA and SEC regulatory issues. As part of the firm's digital assets practice group, his practice has expanded to include advising companies on blockchain, cryptocurrency, Web3, and NFT matters, with a focus on how the corporate and securities matters affect these types of projects. He earned his Bachelor of Arts degree, political science and English from Tulane University and his J.D. degree from Hofstra University. Mr. Lawrence is admitted to practice in New York.
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