Drafting, Negotiating and Reviewing Indemnification Clauses
One of the most important provisions in an M&A business contract is the indemnification provision. It is also one of the most misunderstood and vaguely drafted provisions. Our experienced faculty will give you a solid foundation in understanding indemnification and will teach you the ins and outs of how to draft solid, effective provisions. Register today!
- Explore the common indemnification issues that come up in litigation.
- Avoid the most common mistakes when drafting, reviewing and negotiating.
- Know how to draft provisions that fit the circumstances.
All times are shown in Eastern time
- What is Indemnification?
10:00 - 11:00, John W. Ursu
- Purpose of Indemnification
- Types of Indemnity
- The Duty to Defend
- Common Issues in Litigation
- Considerations Before Drafting an M&A Indemnity Clause
11:15 - 12:35, Mark D. Williamson
- The Dangers of Boilerplate Language
- Source of Potential Damage or Loss
- Potential Scope and Extent of Damage or Loss
- Who May Cause Loss and Who Would Be Responsible
- Extent of Responsible Party
- Responsible Party's Ability to Meet Obligations
- Negotiating and Drafting the Indemnification Provision in an M&A Transaction
1:05 - 2:25, Mark D. Williamson
- Common Mistakes Made When Dealing With Indemnification Provisions
2:40 - 4:00, Thomas E. Patterson
- Mistakes in Drafting
- Mistakes in Negotiating
- Mistakes in Reviewing
- Ethics in M&A
4:00 - 5:00, Thomas E. Patterson
- Breach of Fiduciary Duty
- Sarbanes-Oxley and Attorney Conduct Standards
- Conflicts of Interest
This course is designed for attorneys. Paralegals may also benefit.