eCourses

A detailed look at the key provisions in M&A agreements involving energy transition projects, including risk allocation around IRA benefits, earn-out provisions, change in law and key diligence items for a buyer. 

Includes: Video Audio Slides

Need ethics credit? We’ve got you covered! UT Law CLE’s First Friday Ethics streams live every first Friday of the month, and features some of our best ethics speakers and presentations for a total of 3.00 hrs ethics credit. Fulfill your entire annual ethics requirement in Texas in one day!   This month includes: (1.00 hr | 1.00 hr ethics) ChatGPT Ethics (Replay) Topic description generated by ChatGPT: Using ChatGPT for legal purposes promises efficient information processing, yet raises ethical concerns including client confidentiality and the risk of providing inaccurate advice. It is paramount that attorneys ensure adequate supervision, maintain professional discretion, and stay vigilant about the tool's limitations to uphold their ethical obligations. Henson Adams, Haynes Boone, LLP, San Antonio, TX Dominique Baldwin, Haynes Boone, LLP, Houston, TX (1.00 hr | 1.00 hr ethics)            Deal Ethics (Replay)            A discussion on a number of ethical issues that come up in an M&A practice, including whether the same firm can represent two bidders for the                   same target, other conflicts of interest, the no-contact rule, managing the lawyer’s duty for truthfulness and protecting the client’s privilege.                       David I. Albin, Finn Dixon & Herling LLP, Stamford, CT                       Nathaniel L. Doliner, Carlton Fields, Tampa, FL                       Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C.,  Dallas, TX (1.00 hr | 1.00 hr ethics) Setting Boundaries with Clients and Colleagues (Replay) Using mindset mastery practices to improve attorney wellness by setting boundaries in your work. Kiele Linroth Pace, Pacefirm Consulting, LLC, Austin, TX

Includes: Video Audio Slides

An in-depth discussion of current trends and issues facing buyers and sellers in carveout transactions today, including special considerations for navigating multi-jurisdictional carveouts.

Includes: Video Audio Slides

A discussion on a number of ethical issues that come up in an M&A practice, including whether the same firm can represent two bidders for the same target, other conflicts of interest, the no-contact rule, managing the lawyer’s duty for truthfulness and protecting the client’s privilege.

Includes: Video Audio Slides

The panelists review, by topic and by actual transactions, the current issues facing buyers and sellers of businesses in various degrees and types of distress.

Includes: Video Audio Slides

In addition to an update on the current terms of RWI policies, this panel focuses on the claims process with war-story driven insights of experienced counsel to answer the burning RWI question: are legitimate claims getting timely paid?

Includes: Video Audio Slides

THIS MONTH: Legislative Update: New Texas Business Courts • EPA’s Latest Grid-Impacting Regulations • Mediation Strategies, Solutions and Lessons Learned • Accessing and Managing Digital Assets After Death • Deal Ethics

Includes: Video Audio Paper Slides

With their signature mastery of mock negotiation, the panelists illustrate the give-and-take of a contentious negotiation between the parties’ outside counsel regarding some of today's most controversial provisions in a strategic acquisition of a privately held target company.

Includes: Video Audio Slides

What if you could review thousands of contracts, determine the potential risk of anti-assignment clauses, and have a first draft of a memo in under 15 minutes? Over the past year, the legal profession has seen incredible advances in the use of artificial intelligence that are making these possibilities a reality. Large Language Models, such as those fueling ChatGPT, have introduced incredible transformational potential for M&A work. Learn more about what is possible, including ethical considerations, in this new reality.

Includes: Video Audio Paper

In a world of increasing antitrust enforcement risk and uncertainty, our speakers discuss the latest trends in negotiating risk allocation provisions between buyers and sellers. With regulators pursuing new theories of harm and aggressively seeking to block mergers, hear how antitrust risk tolerance has changed for both parties to a transaction and what tools they are deploying to address antitrust risk. Explore the proposed new HRS rules and the implications they will have for deal timelines and deal structures.

Includes: Video Audio Slides

In the wake of the exodus of certain institutional investors and traditional lenders from the oil and gas sector—due to ESG and other regulatory and political headwinds—newer sources of capital, including family offices, see this as an opportunity to take advantage of perceived outsized returns. Often, however, the goals and dynamics of these new capital sources conflict with those of traditional energy investors and management. Hear how to navigate these issues and other considerations, regardless of on which side of the negotiation table you sit.

Includes: Video Audio Slides

With the aim of expediting proceedings and delivering more informed outcomes, the State of Texas has recently enacted legislation that provides for the creation of “Business Courts” with judges to be appointed by the Governor. For actions commenced on or after September 1, 2024, these Business Courts may handle a range of business disputes, including M&A and other large contract disputes, fiduciary duty claims, and other entity governance issues. Understand the opportunities and challenges occasioned by this new Texas judicial frontier.

Includes: Video Audio Paper

Do you know enough transactional law to draft transactional documents effectively? Glenn West quizzes you to find out.

Includes: Video Audio Slides

Gain insight on what ESG really is and how it intersects with M&A. In addition to a discussion of the latest trends and considerations, the panel offers practical guidance for M&A practitioners on how to address ESG considerations in their transactions.

Includes: Video Audio Paper

Explore popular structuring methods used to acquire businesses operating as an S Corp, including a step-by-step analysis of the tax-free S Corp “F” Reorganization technique whereby a target S Corp is converted into an LLC that is acquired by the purchaser. Alternative structuring options, equity rollovers, and S Corp due diligence issues also will be discussed. 

Includes: Video Audio Paper Slides

The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.

Includes: Video Audio Slides

Everyone knows that corporate stock and bonds are securities under both federal and state law, but what about limited partnership interests? LLP interests? LLC interests? Joint venture interests? Explore recent cases under state and federal law exploring the boundaries of “What is a Security?”.

Includes: Video Audio Paper Slides

A discussion of trends in private M&A deals including key negotiating points, developments in representation and warranty insurance, the role of an investment bank and related engagement letter terms and recent Delaware caselaw.

Includes: Video Audio Slides

A discussion of due diligence considerations, sample deal timeline, non-disclosure agreement provisions, engaging an investment bank and letter of intent considerations.

Includes: Video Audio Slides

Economic uncertainty and challenging labor issues may have slowed M&A activity for certain healthcare sectors during the first part of the year, but deal-making is expected to accelerate. This panel discusses industry trends and predictions, as well as important business and regulatory issues when negotiating transactions on behalf of medical groups, hospitals, health plans, technology companies, and private equity funds from both the buyer and seller perspectives.

Includes: Video Audio Slides