eCourse
Negotiation and Drafting Issues in M&A: Encrusted Boilerplate and Indemnification Provisions
Contains material from Oct 2016
enjoyed both classes
It would be better to have the video, not just audio. Hard to rate #3 below.
Surprised by the discussion on the materiality scrapes, when as a buyer who gives true deductibles, it seems not only reasonable, but actually fair to have a single scrape.
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Session 2: Encrusted Boilerplate in M&A Agreements: Rethinking the Common Wisdom - It is said that transactional lawyers only learn to practice law after they graduate from law school, and it is true that there have traditionally been few offerings in the "how" of practicing transactional law in law school. But it is also true that many practicing transactional lawyers believe they no longer need to read cases to practice, and instead rely upon forms handed down to them by their mentors. Explore some of the "encrusted boilerplate" often contained in form agreements many transactional lawyers use, without any conception of what some of this encrusted boilerplate actually means, as interpreted by the courts in recent caselaw.
Includes: Audio Slides
Preview Sessions
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Craig A. Menden, Elizabeth C. Brandon, Tom D. Harris Jr., Jessica C. Pearlman, Mark S. Solomon
Download session materials for offline use
Session 1
—59 mins
Trending Issues in Negotiation of Indemnification Provisions (Oct 2016)
Risk allocation continues to be one of the most important and nuanced subjects in structuring private target M&A transactions. Review recent trends and developments in the indemnification arena and learn what practitioners need to know today and tomorrow.
Originally presented: Oct 2016 Mergers and Acquisitions Institute
Craig A. Menden,
Cooley LLP - Palo Alto, CA
Elizabeth C. Brandon,
Barnes & Thornburg LLP - Dallas, TX
Tom D. Harris Jr.,
Haynes and Boone, LLP - Dallas, TX
Jessica C. Pearlman,
K&L Gates LLP - Seattle, WA
Mark S. Solomon,
Andrews Kurth - Dallas, TX
Show session details
Noelle M. Reed, Glenn D. West
Download session materials for offline use
Session 2
—56 mins
Encrusted Boilerplate in M&A Agreements: Rethinking the Common Wisdom (Oct 2016)
It is said that transactional lawyers only learn to practice law after they graduate from law school, and it is true that there have traditionally been few offerings in the "how" of practicing transactional law in law school. But it is also true that many practicing transactional lawyers believe they no longer need to read cases to practice, and instead rely upon forms handed down to them by their mentors. Explore some of the "encrusted boilerplate" often contained in form agreements many transactional lawyers use, without any conception of what some of this encrusted boilerplate actually means, as interpreted by the courts in recent caselaw.
Originally presented: Oct 2016 Mergers and Acquisitions Institute
Noelle M. Reed,
Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Glenn D. West,
Weil, Gotshal & Manges LLP - Dallas, TX