Business & Securities Law

4.05

Business Transaction Contracts: Key Provisions and ... Reality Checks

Credits Available
Credit Status Total
Alaska 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
Hawaii CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois 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
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
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania 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
OnDemand
5 hours 55 minutes
Norman Newman
David Weinstein
Kevin Haley
Trevor Brice
With Norman R. Newman from Taft Stettinius & Hollister LLP + 3 others
Recorded July 18, 2024
Product ID 98866

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Overview

Sample Contract Language and Real-Life Outcomes

Embark on a practical journey through complex business negotiation and transactional law, gaining insights and strategies that translate seamlessly into real-life scenarios. This course places a strong emphasis on reality checks, equipping legal professionals with the tools needed to navigate complex deals successfully. Hone your skills - register today!

  • Draft better MOUs/MOIs with a focus on real-world outcomes, exploring binding implications and integrating sample clauses for practical application in negotiations.
  • Master the nuances of NDAs and NCAs, ensuring protection of confidential information and navigating material non-public information challenges.
  • Improve due diligence skills, manage confidentiality, and make informed decisions on proceeding with transactions.
  • Craft robust representations and warranties.
  • Learn to bolster negotiations, as well as recognize and overcome obstacles in challenging situations.

This program was designed in conjunction with NBI's esteemed 2023-2024 Content Advisory Committee Member Julie Globus.

Abbreviated Agenda

  1. Memorandum of Understanding (MOU)/Memorandum of Intent (MOI) (With Sample Clauses)
  2. Non-Disclosure Agreements (NDAs) and Non-Complete Agreements and That Pesky MNPI
  3. Due Diligence
  4. Covenants
  5. Representations and Warranties - Separating Mediocrity From Extraordinary
  6. Indemnification Provisions and Examples
  7. Terms of Closing
  8. Negotiation Snags, How to Avoid Them, and Move Forward

Related Topics

Product ID 98866

Credit Details

Credits Available
Credit Status Total
Alaska 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
Hawaii CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois 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
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
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania 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
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Memorandum of Understanding (MOU)/Memorandum of Intent (MOI) (With Sample Clauses)

    1. When is an MOU a Promise to Make a Promise an When is It a Deal?
    2. Binding vs. Non-Binding
    3. Earnest Money Paid? Refundable? No-Shop Provisions
    4. Terms of MOU/MOI?
    5. Comprehensive vs. Summary?
    6. What to Include?
    7. Where to Go Next?

  2. Non-Disclosure Agreements (NDAs) and Non-Complete Agreements and That Pesky MNPI

    1. What is an NDA? When Should They be Exchanged?
    2. For Use in Due Diligence (Including Standard Provisions)
      1. Mutual or Unilateral
      2. Distinguishing Confidential Information From Material Non-Public Information
      3. What Happens if the Due Diligence Does not Lead to a Final Transaction?
    3. For Use Within the Transaction Documents (Including Standard Provisions)

  3. Due Diligence

    1. What are the Most Important Things You Need to Review and How Does it Differ From Transaction to Transaction
    2. Due Diligence Checklists (and Examples)
    3. Paper vs. Data Rooms
    4. Separating the Confidential From the MNPI and How to Protect
    5. Timing and Timelines
    6. When to Start Drafting
    7. The Worst Case Scenarios and How to Manage Them
    8. Should the Deal Move Forward and Having This Conversation With Clients

  4. Covenants

    1. What are They?
    2. Restrictive or Non-Restrictive (Specific Examples)
    3. How are They Used?
    4. How do the Parties Benefit?
    5. Enforceability Issues
    6. Governing Jurisdiction

  5. Representations and Warranties - Separating Mediocrity From Extraordinary

    1. What are They?
    2. Are They Advisable and Under What Conditions?
    3. How are They Used?
    4. Carve Outs
    5. Negotiating and Triggers
    6. What Happens if There is an Inherent Breach at Time of Negotiation?

  6. Indemnification Provisions and Examples

    1. What are They?
    2. How are They Used?
    3. What Types of Indemnification Provisions are Available?
    4. Insurance?
    5. Third-Party Liability

  7. Terms of Closing

    1. Payment Against Delivery - When Things Go Awry
    2. What Triggers Delivery
    3. Pre-Closing conditions
    4. Post-Closing Actions and Further Assurance
    5. How to Solve Problems
      1. Last-Minute Tax Issues
      2. Non-Receipt of Opinions of Counsel or Registration
      3. Failure to Obtain Government Approval
      4. Creativity: Escrow Provisions, Partial Payment Against Pre-Approved Deal, Good Faith Payments

  8. Negotiation Snags, How to Avoid Them, and Move Forward

    1. Know Your Client: Their Objective, Lines in the Sand, Bucket List Items, Expectations
    2. Know Your Counterparty: Are They Reasonable? Expectations? Potential Obstacles?
    3. Is a Roadblock About Ego? Does it Make Sense to Bring in a Second Team?
    4. Is There a Line in the Sand That One Party Will Not Cross and the Other Needs it Crossed?
    5. Identifying the Nature of the Problem: "Black and White" vs. Nuanced, One of Communication, How Critical?
    6. Is it Time to Walk Away, and What Are the Costs?
    7. If the Negotiation has Failed - How to Come Back and Rebuild Trust

Who Should Attend

This legal guide is designed for attorneys. It may also benefit paralegals.

Speakers

Norman R Newman
Norman R.
Newman
Taft Stettinius & Hollister LLP
David A Weinstein
David A.
Weinstein
Archer & Greiner P.C.
Kevin R Haley
Kevin R.
Haley
Brann & Isaacson
Trevor R Brice
Trevor R.
Brice
Skelton Taintor & Abbott
Speaker bio
Norman R Newman

Norman R. Newman

Taft Stettinius & Hollister LLP
Norman Newman

is senior counsel in the Indianapolis office of Taft Stettinius & Hollister LLP, practicing within the firm's real estate practice group. He is a fellow of the American College of Real Estate Lawyers. Mr. Newman earned his J.D. degree, with distinction, from the Indiana University McKinney School of Law and is now an adjunct professor there.

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Speaker bio
David A Weinstein

David A. Weinstein

Archer & Greiner P.C.
David Weinstein

is a partner of the law firm of Archer & Greiner P.C. He has a diverse corporate practice, with a concentration in public and project financing, as well as, alternative energy development and financing. Mr. Weinstein has extensive experience in negotiating and drafting complex acquisition, financing, and governance documents. He earned his B.A. degree from Ithaca College and his J.D. degree from Rutgers Law School. Mr. Weinstein is admitted to practice in New Jersey and Pennsylvania.

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Speaker bio
Kevin R Haley

Kevin R. Haley

Brann & Isaacson
Kevin Haley

is a partner with Brann & Isaacson, whose practice includes trademark and copyright matters, privacy and data security counseling, commercial transactions, and trade regulation. He is a member of the Maine State (member, Intellectual Property Section) and American bar associations. Mr. Haley is an adjunct faculty member of the University of Maine School of Law. He earned his B.A. degree, magna cum laude, from Bowdoin College and his J.D. degree, magna cum laude, from the University of Maine School of Law.

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Speaker bio
Trevor R Brice

Trevor R. Brice

Skelton Taintor & Abbott
Trevor Brice

is an attorney at The Royal Law Firm with years of experience advising clients through the litigation process. His experience ranges from representing private corporations in state and federal court, to representing individual clients before unemployment tribunals. Mr. Brice works to solve employers' problems early before they spiral out of control. He has regularly advised and represented clients in state and federal courts, as well as at the Equal Employment Opportunity Commission (EEOC), Massachusetts Commission Against Discrimination (MCAD), Connecticut Commission on Human Rights and Opportunities (CHRO), and other state agencies. Mr. Brice holds a Bachelor of Science degree in management from Providence College, and a Juris Doctor and master's degree in business administration from Suffolk University Law School, Boston, Massachusetts.

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