Business & Securities Law

A Master Class in Creative APA Drafting (With Documents and Scenarios)

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Montana CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
OnDemand
5 hours 55 minutes
Peter Nealis
Jeffrey Berkman
Michael Alvano
Josh Andrews
James Asmussen
Daryl Caffarone
With Peter S. Nealis from Taft Stettinius & Hollister LLP + 5 others
Recorded January 26, 2026.
Product ID 101445

Buy This Course

Course Includes
$449

OnDemand Video

Course Book Download

Overview

Go From Boilerplate to Tactically Brilliant

Beyond the boilerplate, an artful purchase agreement is a powerful tool for strategic advantage. This intensive master class explores the nuances, creative applications, and strategic implications of its key clauses. Designed by and for experienced legal professionals, this course delves into the sophisticated techniques required to define and weaponize or shield assets, anticipating future outcomes and mitigating risks. Through in-depth analysis of drafting samples and real-world scenarios, participants will elevate their drafting skills from the mundane to the extraordinary. Protect your clients' interests - register today!

  • Develop techniques for including, excluding, and transferring rights and liabilities.
  • Anticipate future claims and payouts and integrate forward-thinking provisions into your APA drafts.
  • Explore flexible and immutable aspects of an APA and their strategic implications.
  • Assess ADR resolution mechanisms vs. judicial intervention.

This program was designed in conjunction with NBI's esteemed 2023-2025 Content Advisory Committee Member attorney Julie Globus.

Abbreviated Agenda

  1. How Do We Define Our Draft? What Constitutes an Asset?
  2. The Asset: What's Included and Excluded, How to Weaponize for or Shield From the Differences
  3. The Mundane vs. the Extraordinary: Turning Skills Into Artistry (With Drafting Samples and Edits)
  4. Indemnities and the Art of Indemnifications (With Sample Provisions)
  5. Conditions Precedent, Closing and Post-Closing Obligations
  6. Utilizing That Which Is Flexible or Not: What Is Not Engraved in Stone?

Related Topics

Product ID 101445

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Montana CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total

Credit Details by Jurisdiction

OnDemand Video

CLE Credits
Alaska CLE Reciprocity · 6 Total Credits

Earn Until

OnDemand - Alaska CLE - 6: Alaska Bar members may claim credit for attending CLE programs that have been accredited by other mandatory CLE jurisdictions. This program qualifies for 6.0 hours of credit, which includes 6.0 hours of MCLE credit and 0.0 hour of MECLE credit.

Video Download - Alaska CLE - 6: Alaska Bar members may claim credit for attending CLE programs that have been accredited by other mandatory CLE jurisdictions. This program qualifies for 6.0 hours of credit, which includes 6.0 hours of MCLE credit and 0.0 hour of MECLE credit.

Alabama CLE Approved · 6 Total Credits

Earn Until

OnDemand - Alabama CLE - 6: This course or a portion thereof has been approved by the Alabama State Bar Mandatory Continuing Legal Education Commission for a maximum of 6.0 on-demand credit hours, including 0.0 ethics/professionalism credit.

Arkansas CLE Approved · 6 Total Credits

Earn Until

OnDemand - Arkansas CLE - 6: NBI, Inc. is an accredited sponsor in the state of Arkansas. This program qualifies for 6.0 hours of on demand continuing legal education credit, including 0.0 hour of ethics, consistent with the rules and regulations of the Arkansas Supreme Court of Professional Programs.

Video Download - Arkansas CLE - 6: NBI, Inc. is an accredited sponsor in the state of Arkansas. This program qualifies for 6.0 hours of on demand continuing legal education credit, including 0.0 hour of ethics, consistent with the rules and regulations of the Arkansas Supreme Court of Professional Programs.

Arizona CLE Approved · 6 Total Credits

Earn Until

OnDemand - Arizona CLE - 6: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity qualifies for 6.0 hours toward your annual CLE requirement for the State of Arizona, including 0.0 hour of professional responsibility.

Video Download - Arizona CLE - 6: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity qualifies for 6.0 hours toward your annual CLE requirement for the State of Arizona, including 0.0 hour of professional responsibility.

California CLE Approved · 6 Total Credits

Earn Until

OnDemand - California CLE - 6: This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California and qualifies for 6.0 hours of participatory credit, of which 0.0 hour will apply to legal ethics credit. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.

Video Download - California CLE - 6: This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California and qualifies for 6.0 hours of self-study credit, of which 0.0 hour will apply to legal ethics credit. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.

Colorado CLE Approved · 7 Total Credits

Earn Until

OnDemand - Colorado CLE - 7: NBI, Inc. is a Certified Provider, as recognized by the Colorado Supreme Court Continuing Legal and Judicial Education Committee. This program qualifies for 7.0 hours of home study general Colorado Continuing Legal Education Credit, including 0.0 professional responsibility credit.

Video Download - Colorado CLE - 7: NBI, Inc. is a Certified Provider, as recognized by the Colorado Supreme Court Continuing Legal and Judicial Education Committee. This program qualifies for 7.0 hours of home study general Colorado Continuing Legal Education Credit, including 0.0 professional responsibility credit.

Connecticut CLE Approved · 6 Total Credits

Earn Until

OnDemand - Connecticut CLE - 6: Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for 6.0 self-study hours toward your annual CLE requirement in Connecticut, including 0.0 self-study hour(s) of ethics/professionalism.

Video Download - Connecticut CLE - 6: Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for 6.0 self-study hours toward your annual CLE requirement in Connecticut, including 0.0 self-study hour(s) of ethics/professionalism.

Delaware CLE Approved · 6 Total Credits

Earn Until

OnDemand - Delaware CLE - 6: NBI, Inc. is an accredited sponsor of the Delaware Commission on Continuing Legal Education and recommends this program for 6.0 hours of eCLE credit, including 0.0 hour of ethics.

Florida CLE Approved · 7 Total Credits

Earn Until

OnDemand - Florida CLE - 7: Approved by The Florida Bar, this program qualifies for 7.0 general hours of CLER self-study credit including 0.0 hour of self-study professional responsibility (may include legal ethics, professionalism, substance abuse or mental illness and wellness programs).

Video Download - Florida CLE - 7: Approved by The Florida Bar, this program qualifies for 7.0 general hours of CLER self-study credit including 0.0 hour of self-study professional responsibility (may include legal ethics, professionalism, substance abuse or mental illness and wellness programs).

Georgia CLE Approved · 6 Total Credits

Earn Until

OnDemand - Georgia CLE - 6: This program is approved by the Commission on Continuing Lawyer Competency of the State Bar of Georgia. This program qualifies for 6.0 hours of distance learning continuing legal education credit with the Georgia Commission on Continuing Lawyer Competency, which includes 0.0 hour of distance learning ethics.

Video Download - Georgia CLE - 6: This program is approved by the Commission on Continuing Lawyer Competency of the State Bar of Georgia. This program qualifies for 6.0 hours of distance learning continuing legal education credit with the Georgia Commission on Continuing Lawyer Competency, which includes 0.0 hour of distance learning ethics.

Hawaii CLE Approved · 6 Total Credits

Earn Until

OnDemand - Hawaii CLE - 6: NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This alternative format activity has been approved for 6.0 hours of credit for the state of Hawaii, which includes 0.0 hour of ethics or professional responsibility education.

Video Download - Hawaii CLE - 6: NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This alternative format activity has been approved for 6.0 hours of credit for the state of Hawaii, which includes 0.0 hour of ethics or professional responsibility education.

Iowa CLE Approved · 6 Total Credits

Earn Until

OnDemand - Iowa CLE - 6: "A Master Class in Creative APA Drafting (With Documents and Scenarios)" is an accredited program under the regulations of the Iowa Supreme Court Commission on Continuing Legal Education. It is planned that this program will provide a maximum of 6.0 hours of unmoderated activity credit toward the mandatory continuing legal education requirements under the Iowa rule, including 0.0 hour of legal ethics unmoderated activity credit.

Illinois CLE Approved · 6 Total Credits

Earn Until

OnDemand - Illinois CLE - 6: This program has been approved by the Illinois MCLE Board for 6.0 hours of recorded technology CLE credit, which includes approval for 0.0 hour of legal ethics, civility, professionalism CLE credit by the Illinois Supreme Court Commission on Professionalism.

Video Download - Illinois CLE - 6: This program has been approved by the Illinois MCLE Board for 6.0 hours of recorded technology CLE credit, which includes approval for 0.0 hour of legal ethics, civility, professionalism CLE credit by the Illinois Supreme Court Commission on Professionalism.

Indiana CLE Approved · 6 Total Credits

Earn Until

OnDemand - Indiana CLE - 6: This course has been approved by the Indiana Supreme Court Office of Admissions & Continuing Education. Participating attorneys are eligible to receive 6.0 hours of distance education, which includes 0.0 hour of ethics.

Kansas CLE Approved · 7 Total Credits

Earn Until

OnDemand - Kansas CLE - 7: Approved by Kansas CLE for 7.0 hours of prerecorded format continuing legal education credit, which includes 0.0 hour of ethics and professionalism credit.

Video Download - Kansas CLE - 7: Approved by Kansas CLE for 7.0 hours of prerecorded format continuing legal education credit, which includes 0.0 hour of ethics and professionalism credit.

Maine CLE Approved · 6 Total Credits

Earn Until

OnDemand - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Video Download - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Course Book - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Minnesota CLE Approved · 6 Total Credits

Earn Until

OnDemand - Minnesota CLE - 6: Approved for 6.0 hours of standard on-demand CLE credit, including 0.0 hour of ethics credit by the Minnesota Board of Continuing Legal Education.

Video Download - Minnesota CLE - 6: Approved for 6.0 hours of standard on-demand CLE credit, including 0.0 hour of ethics credit by the Minnesota Board of Continuing Legal Education.

Missouri CLE Approved · 6 Total Credits

Earn Until

OnDemand - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Video Download - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Course Book - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Northern Mariana Islands CLE Approved · 6 Total Credits

Earn Until

OnDemand - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Video Download - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Course Book - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Montana CLE Approved · 6 Total Credits

Earn Until

OnDemand - Montana CLE - 6: This program qualifies for 6.0 hours of self-study CLE credit by the Montana Commission of Continuing Legal Education, including 0.0 hour of professional fitness and integrity credit.

Video Download - Montana CLE - 6: This program qualifies for 6.0 hours of self-study CLE credit by the Montana Commission of Continuing Legal Education, including 0.0 hour of professional fitness and integrity credit.

North Dakota CLE Approved · 6 Total Credits

Earn Until

OnDemand - North Dakota CLE - 6: North Dakota attorneys completing this program may claim 6.0 North Dakota self-study CLE credit hours, including 0.0 hour of self-study ethics credit, on the Report of Compliance.

Video Download - North Dakota CLE - 6: North Dakota attorneys completing this program may claim 6.0 North Dakota self-study CLE credit hours, including 0.0 hour of self-study ethics credit, on the Report of Compliance.

Nebraska CLE Approved · 6 Total Credits

Earn Until

OnDemand - Nebraska CLE - 6: NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for 6.0 distance learning CLE credits, including 0.0 hour of professional responsibility credit.

Video Download - Nebraska CLE - 6: NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for 6.0 distance learning CLE credits, including 0.0 hour of professional responsibility credit.

New Hampshire CLE Approved · 6 Total Credits

Earn Until

OnDemand - New Hampshire CLE - 6: NHMCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. NBI, Inc. believes this course meets the requirements of NH Supreme Court Rule 53 toward the annual NHMCLE requirement.

Video Download - New Hampshire CLE - 6: NHMCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. NBI, Inc. believes this course meets the requirements of NH Supreme Court Rule 53 toward the annual NHMCLE requirement.

New Mexico CLE Approved · 6 Total Credits

Earn Until

OnDemand - New Mexico CLE - 6: This program has been approved by the Board of Bar Commissioners of the State Bar of New Mexico. This program qualifies for 6.0 hours of self-study credit, including 0.0 hour of self-study ethics credit.

Video Download - New Mexico CLE - 6: This program has been approved by the Board of Bar Commissioners of the State Bar of New Mexico. This program qualifies for 6.0 hours of self-study credit, including 0.0 hour of self-study ethics credit.

Nevada CLE Approved · 6 Total Credits

Earn Until

OnDemand - Nevada CLE - 6: This course has been approved by the Nevada Board of Continuing Legal Education. This program qualifies for 6.0 hours of alternative format CLE credits by the Nevada Board of Continuing Legal Education, which includes 0.0 hour of alternative format ethical considerations.

Video Download - Nevada CLE - 6: This course has been approved by the Nevada Board of Continuing Legal Education. This program qualifies for 6.0 hours of alternative format CLE credits by the Nevada Board of Continuing Legal Education, which includes 0.0 hour of alternative format ethical considerations.

New York CLE Approved · 7 Total Credits
  • 7 Skills

Earn Until

OnDemand - New York CLE - 7: This nontraditional format course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for up to 7.0 credit hours. 7.0 hours can be applied to the skills requirement and is approved for experienced attorneys. NBI, Inc. offers a Financial Hardship Policy for qualifying individuals. To apply, please submit a request via email to our Tuition Discount Committee at customerservice@nbi-sems.com.

Video Download - New York CLE - 7: This nontraditional format course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for up to 7.0 credit hours. 7.0 hours can be applied to the skills requirement and is approved for experienced attorneys. NBI, Inc. offers a Financial Hardship Policy for qualifying individuals. To apply, please submit a request via email to our Tuition Discount Committee at customerservice@nbi-sems.com.

Ohio CLE Approved · 6 Total Credits

Earn Until

OnDemand - Ohio CLE - 6: This course has been approved by the Supreme Court of Ohio Commission on Continuing Legal Education for 6.0 self-study CLE credit hours, including 0.0 hour of attorney professional conduct instruction.

Video Download - Ohio CLE - 6: This course has been approved by the Supreme Court of Ohio Commission on Continuing Legal Education for 6.0 self-study CLE credit hours, including 0.0 hour of attorney professional conduct instruction.

Oklahoma CLE Approved · 7 Total Credits

Earn Until

OnDemand - Oklahoma CLE - 7: This course has been approved by the Oklahoma Bar Association Mandatory Continuing Legal Education Commission. This program qualifies for 7.0 of On Demand CLE credit hours, which includes 0.0 hour of legal ethics.

Video Download - Oklahoma CLE - 7: This course has been approved by the Oklahoma Bar Association Mandatory Continuing Legal Education Commission. This program qualifies for 7.0 of On Demand CLE credit hours, which includes 0.0 hour of legal ethics.

Oregon CLE Approved · 6 Total Credits

Earn Until

OnDemand - Oregon CLE - 6: NBI, Inc. is an approved sponsor with the Oregon MCLE. This program qualifies for 6.0 hours of general continuing legal education credit and 0.0 hour of ethics credit.

Video Download - Oregon CLE - 6: NBI, Inc. is an approved sponsor with the Oregon MCLE. This program qualifies for 6.0 hours of general continuing legal education credit and 0.0 hour of ethics credit.

Pennsylvania CLE Approved · 6 Total Credits

Earn Until

OnDemand - Pennsylvania CLE - 6: This program has been approved by the Pennsylvania Continuing Legal Education Board. This program qualifies for 6.0 hours of distance learning credit, including 6.0 hours of substantive law, practice and procedure CLE credit and 0.0 hour of ethics, professionalism or substance abuse distance learning CLE credit.

Video Download - Pennsylvania CLE - 6: This program has been approved by the Pennsylvania Continuing Legal Education Board. This program qualifies for 6.0 hours of distance learning credit, including 6.0 hours of substantive law, practice and procedure CLE credit and 0.0 hour of ethics, professionalism or substance abuse distance learning CLE credit.

South Carolina CLE Approved · 6 Total Credits

Earn Until

OnDemand - South Carolina CLE - 6: This course is accredited by the South Carolina Commission on Continuing Legal Education and Specialization for 6.0 alternatively delivered hours, of which 0.0 hour relates to legal ethics and professional responsibility.

Tennessee CLE Approved · 6 Total Credits

Earn Until

OnDemand - Tennessee CLE - 6: This course has been approved by the Tennessee Commission on Continuing Legal Education for a maximum of 6.0 hours of Distance Learning credit, including 0.0 hour of ethics/professionalism (EP) credit.

Texas CLE Approved · 6 Total Credits

Earn Until

OnDemand - Texas CLE - 6: This course is accredited for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 6.0 credit hours, of which 0.0 credit hour will apply to legal ethics/professional responsibility credit. Hours in attendance at National Business Institute CLE seminars may be applied to the minimum Judicial Education requirement.

Video Download - Texas CLE - 6: This course is accredited for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 6.0 credit hours, of which 0.0 credit hour will apply to legal ethics/professional responsibility credit. Hours in attendance at National Business Institute CLE seminars may be applied to the minimum Judicial Education requirement.

Utah CLE Approved · 6 Total Credits

Earn Until

OnDemand - Utah CLE - 6: National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program qualifies for 6.0 hours of self-study CLE credit for Utah attorneys, which includes 0.0 hour of ethics credit.

Video Download - Utah CLE - 6: National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program qualifies for 6.0 hours of self-study CLE credit for Utah attorneys, which includes 0.0 hour of ethics credit.

Virginia CLE Approved · 6 Total Credits

Earn Until

OnDemand - Virginia CLE - 6: This course has been approved by the Virginia Mandatory Continuing Legal Education Board for 6.0 hours of prerecorded credit, of which 0.0 hour will also apply in the area of legal ethics or professionalism.

Video Download - Virginia CLE - 6: This course has been approved by the Virginia Mandatory Continuing Legal Education Board for 6.0 hours of prerecorded credit, of which 0.0 hour will also apply in the area of legal ethics or professionalism.

Vermont CLE Approved · 6 Total Credits

Earn Until

OnDemand - Vermont CLE - 6: This course has been approved by the Vermont Board of Mandatory Continuing Legal Education. This program qualifies for 6.0 hours of self-study credit, including 0.0 hour of self-study ethics credit.

Video Download - Vermont CLE - 6: This course has been approved by the Vermont Board of Mandatory Continuing Legal Education. This program qualifies for 6.0 hours of self-study credit, including 0.0 hour of self-study ethics credit.

Washington CLE Approved · 6 Total Credits

Earn Until

OnDemand - Washington CLE - 6: This program qualifies for 6.0 hours of Washington continuing legal education (Self Study) A/V credit, which includes 6.0 hours of Law and Legal Procedure and 0.0 hour of ethics and professional responsibility.

Video Download - Washington CLE - 6: This program qualifies for 6.0 hours of Washington continuing legal education (Self Study) A/V credit, which includes 6.0 hours of Law and Legal Procedure and 0.0 hour of ethics and professional responsibility.

Wisconsin CLE Approved · 7 Total Credits

Earn Until

OnDemand - Wisconsin CLE - 7: Approved for 7.0 hours of repeated on-demand CLE credit by the Board of Bar Examiners.

Video Download - Wisconsin CLE - 7: Approved for 7.0 hours of repeated on-demand CLE credit by the Board of Bar Examiners.

West Virginia CLE Approved · 7.2 Total Credits

Earn Until

OnDemand - West Virginia CLE - 7.2: This program qualifies for 7.20 hours of pre-recorded credit, which includes 0.0 hour of pre-recorded ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education.

Video Download - West Virginia CLE - 7.2: This program qualifies for 7.20 hours of pre-recorded credit, which includes 0.0 hour of pre-recorded ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education.

Wyoming CLE Approved · 6 Total Credits

OnDemand - Wyoming CLE - 6: The Wyoming State Board of Continuing Legal Education has granted 6.0 hours of Continuing Legal Education Credit, including 0.0 hour of ethics.

Video Download - Wyoming CLE - 6: The Wyoming State Board of Continuing Legal Education has granted 6.0 hours of Continuing Legal Education Credit, including 0.0 hour of ethics.

Course Book (PDF Download)

CLE Credits
Maine CLE Approved · 6 Total Credits

Earn Until

Course Book - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Missouri CLE Approved · 6 Total Credits

Earn Until

Course Book - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Northern Mariana Islands CLE Approved · 6 Total Credits

Earn Until

Course Book - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. How Do We Define Our Draft? What Constitutes an Asset?

    1. Equity
    2. LLC Units
    3. Tangible Assets
    4. Intangible Assets
    5. Negative Assets (Debt/Claims)

  2. The Asset: What's Included and Excluded, How to Weaponize for or Shield From the Differences

    1. Assets
    2. Transferred Rights and/or Liabilities
    3. Excluded Rights and/or Liabilities
    4. Retained Rights and/or Liabilities
    5. Assumed Rights and/or Liabilities
    6. Future Rights to Claims and/or Payouts
    7. Contemplating the Future - Anticipating Outcomes

  3. The Mundane vs. the Extraordinary: Turning Skills Into Artistry (With Drafting Samples and Edits)

    1. Representations and Warranties (Buyer/Seller/Mutual) and Skills Modifications
    2. Covenants (Samples)
      1. Affirmative
      2. Negative
      3. Financial
      4. Restrictive
      5. Incurrence
      6. Maintenance
    3. Material Adverse Change/Material Adverse Event Clauses (Scenarios)
      1. What They Are and How They're Used
      2. How They Can Be Creatively Broadened
      3. How They Can Be Carved Out for Foreseeable and Unforeseeable Events

  4. Indemnities and the Art of Indemnifications (With Sample Provisions)

    1. How to Allocate Risk
    2. What Is the Scope of Protection?
    3. Third-Party Protections or Not?
    4. Warranties vs. Indemnities - How to Draft for Each
    5. What Is the Trigger?

  5. Conditions Precedent, Closing and Post-Closing Obligations

    1. What Is a Condition Precedent?
    2. How Is the Closing Defined - What Is the Trigger?
    3. What Are the Post-Closing Obligations?
      1. Legal/Tax/UCC Filings
      2. Final Document Circulation
      3. Operational Handoff (When It's Needed and How It's Used)
      4. Legal and/or Financial Adjustments
    4. How to Use These Terms as a Modifier or Carve-Out

  6. Utilizing That Which Is Flexible or Not: What Is Not Engraved in Stone?

    1. Purchase Price - Negotiating for Payment Terms and Purchase Price Adjustments
    2. Escrow Agreements - Are They Necessary and How Can They Be Utilized?
    3. Due Diligence as a Negotiation Tool - How to Leverage It
    4. Time - Is It of the Essence and When to Slow Walk
    5. Tax Considerations (to Do or Not to Do)
    6. The Closing Conditions and Post-Closing Obligations - Who Is Responsible?
    7. Alternative Dispute Resolution or Judicial Intervention?
    8. Governing Law

Who Should Attend

This legal course is designed for attorneys. Directors and paralegals will also benefit.

Speakers

Peter S Nealis
Peter S.
Nealis
Taft Stettinius & Hollister LLP
Jeffrey W Berkman
Jeffrey W.
Berkman
Falcon Rappaport & Berkman LLP
Michael W Alvano
Michael W.
Alvano
Kutak Rock LLP
Josh Andrews
Josh
Andrews
Gatehouse Law
James R Asmussen
James R.
Asmussen
Polsinelli
Daryl T Caffarone
Daryl T.
Caffarone
Falcon Rappaport & Berkman LLP
Speaker bio
Peter S Nealis

Peter S. Nealis

Taft Stettinius & Hollister LLP
Peter Nealis

is a partner in the Cleveland office of Taft Stettinius & Hollister LLP, who also practices in Sarasota/Bradenton, Florida. He has substantial experience representing both public and private companies, and investors in a variety of securities, regulatory and corporate governance matters. Mr. Nealis is a member of The Florida Bar and the Sarasota Bar Association. He earned his B.A. degree from Colby College and his J.D. degree from The Ohio State University.

View full profile
Speaker bio
Jeffrey W Berkman

Jeffrey W. Berkman

Falcon Rappaport & Berkman LLP
Jeffrey 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 over thirty five 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.

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Michael W Alvano

Michael W. Alvano

Kutak Rock LLP
Michael Alvano

is a partner with Kutak Rock LLP, where he has extensive experience representing buyers and sellers, both public and private, in mergers, acquisitions and divestitures; as well as focusing significant attention on recapitalizations, restructurings, joint ventures, private equity and debt offerings. In addition, he has served as borrower's counsel for many syndicated and unsyndicated credit facilities and other financing arrangements. Mr. Alvano regularly advises clients on general corporate, partnership and limited liability company matters, including contract negotiations, disclosure requirements, employee relations and advising directors, officers and/or managers regarding their fiduciary duties. In connection with the general representation of his clients, he has devoted significant time to assisting them in structuring and negotiating their commercial and operational agreements. Mr. Alvano earned his B.A. degree from Northwestern University and his J.D. degree, magna cum laude, from Creighton University School of Law. He is admitted to practice in Nebraska.

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Josh Andrews

Josh Andrews

Gatehouse Law
Josh Andrews

is the managing partner of Gatehouse Law, where he focuses his practice on the legal needs of entrepreneurs, business law, and complex transactions, such as business formations; business transactions; raising capital for businesses; complex business negotiations; national and international intellectual property management, property disputes and expansion of business; mergers and acquisitions; and preventative law business consulting. Mr. Andrews is admitted to practice in Alabama and Georgia. He is a member of the Alabama State Bar and the State Bar of Georgia. Mr. Andrews earned his B.A. degree from Birmingham-Southern College and his J.D. degree from Cumberland School of Law.

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James R Asmussen

James R. Asmussen

Polsinelli
James Asmussen

is a shareholder with the law firm of Polsinelli in Chicago, where he practices in business, securities law, and mergers and acquisitions. He is admitted to practice in Illinois. Mr. Asmussen is a member of the Chicago Bar Association and the Illinois State Bar Association. He earned his B.S.A. degree, magna cum laude, from Villanova University and his J.D. degree, magna cum laude, from the University of Illinois College of Law.

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Daryl T Caffarone

Daryl T. Caffarone

Falcon Rappaport & Berkman LLP
Daryl Caffarone

is an associate in the firm's Corporate and Securities, Intellectual Property, and Cannabis and Psychedelics Practice groups. Her practice spans a broad range of areas of expertise but is particularly focused on corporate transactions, including mergers and acquisitions, joint ventures, private placements, corporate finance, and licensing. Ms. Caffarone also assists the Taxation Practice Group with corporate and partnership reorganizations. Within the Intellectual Property Practice Group, she advises clients on a variety of IP matters, with a focus on compliance and registrations. Within the Cannabis and Psychedelics Practice Group, Ms. Caffarone focuses on regulatory and transactional issues in the cannabis industry.

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