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
Kentucky CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi 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 Jersey CLE Approved 7.2 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
Rhode Island CLE Upon Request 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

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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
Kentucky CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi 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 Jersey CLE Approved 7.2 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
Rhode Island CLE Upon Request 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
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.

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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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Speaker bio
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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Speaker bio
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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Speaker bio
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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Speaker bio
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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