Font size:

Handle the Ten Most Difficult M&A Clauses with Ease

Do you know how to tackle the stickiest clauses in mergers and acquisitions? This focused legal course will provide invaluable insight into anti-sandbagging, indemnification, representation, warranties and more. Whether you want the agreement to favor the buyer or the seller, you'll get the information you need to effectively negotiate a favorable outcome, protect your client and minimize risk. Register today!

  • Learn the key differences between a merger, stock purchase and asset purchase.
  • Get strategies for negotiating anti-sandbagging, survival periods, escrow arrangements and more.
  • Review knowledge qualifiers in representation and warranties.
  • Discover joint liability landmines.
  • Identify indemnification glitches.
  • Review earn-out clause challenges - and get answers on how to handle them.

All times are shown in Eastern time

  1. Top Challenges in Merger, Stock Purchase and Asset Purchase (with Examples)
    10:00 - 10:30, Terri Krivosha
  2. Representation and Warranty Difficulties (with Examples)
    10:30 - 11:00, Berna L. Rhodes-Ford
    1. Ensuring Enforceability
    2. Who is Liable? Who Should Take the Risk?
    3. Which Reps/Warranties Cause the Greatest Liability?
    4. Negotiating Position
    5. Limitations and Exceptions
    6. Survival of Reps and Warranties
  3. Material Adverse Change (MAC) Clause Obstacles
    11:00 - 11:30, Berna L. Rhodes-Ford
    1. What Needs to be Included?
    2. Language and Structure Dilemmas
    3. Definitions, Including Defining "Material"
    4. Exclusions to be Wary Of
    5. Dual Provision MAC Clauses to Watch Out For
    6. Carve-Out Challenges
    7. Terminate or Renegotiate the Terms of the Transaction?
  4. Anti-Sandbagging Clause Dilemmas (with Examples)
    11:45 - 12:15, Terri Krivosha
    1. Do You Include a Pro-Sandbagging Clause?
    2. Do You Include an Anti-Sandbagging Clause?
    3. Do You Remain Silent?
  5. Agreement Not to Compete Conundrums (with Examples)
    12:15 - 12:45, Gregory K. Cinnamon
    1. Negotiation Strategies and Secrets
    2. Language to be Wary Of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  6. Earn-Out Clause Challenges (with Examples)
    1:15 - 2:00, Gregory K. Cinnamon
    1. Secrets to Structuring and Strategically Negotiating
    2. Review of Real-World Language and Clauses
    3. Articulating Formulas That all Parties Agree To
    4. Adjustment Negotiation and Re-Negotiation Challenges
    5. Push-Back on Price and Payment
    6. Tax Considerations and Allocation Issues
  7. Escrows Arrangement Obstacles (with Examples)
    2:00 - 2:30, Gregory K. Cinnamon
    1. Who is the Escrow Agent?
    2. Definition Dilemmas
    3. Escrow Funds and Conditions for the Release of Funds - Top Challenges
    4. Use of Fund Obstacles
    5. Liabilities, Risks and Duties of the Escrow Agent
    6. Fees and Expenses
    7. Jurisdiction and Venue
  8. Indemnification Glitches and Limitations of Liability Landmines (with Examples)
    2:30 - 3:15, Terri Krivosha
    1. Thresholds for Indemnification Liability
    2. Limits of Indemnification
    3. Indemnity, Indemnify, Indemnification and "Hold Harmless"
    4. Interplay of Insurance, LOL and Indemnity
    5. Ensuring Enforceability
    6. Indemnity and LOL Landmines
    7. Agreeing to Defend as Well as Hold Harmless
    8. Controlling Push-Back: Liability and Risk Allocation
  9. Joint and Several Liability Challenges (with Examples)
    3:30 - 4:00, Berna L. Rhodes-Ford
    1. Joint Liability Landmines
    2. Several Liability Obstacles
    3. Joint and Several Liability Challenges
  10. Ethics for the Contract Attorney
    4:00 - 5:00, Gregory K. Cinnamon, Terri Krivosha and Berna L. Rhodes-Ford
    1. Attorney Fees
    2. Due Diligence
    3. Using Boilerplate Provisions
    4. Role of Lawyers in Negotiations
    5. Amendments and Waivers on Behalf of Your Client

The course you have selected has limited or no upcoming scheduled training dates!

Please browse similar courses or request more information for assistance.'s training support team will respond within one business day with relevant offerings.