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PLI - Drafting Corporate Agreements

Seminar | February 26, 2010

William J. Bettman, will be speaking at PLI's program "Drafting Corporate Agreements " scheduled for February 26, 2010 in Chicago

Agenda

9:00 a.m.	Introduction and Universal Issues in Drafting Corporate Agreements
	The range of corporate agreements Controlling the process Understanding the client's goals Identifying special issues
	Gerald T. Nowak
9:10 a.m.	Letters of Intent, Confidentiality and Standstill Agreements
	Deciding to use a letter of intent Binding vs. non-binding terms Confidentiality terms and exceptions Exclusivity and standstill arrangements
	Matthew J. Revord
10:10 a.m.	Acquisition Agreements
	Purchase price determinations and adjustments Allocating liabilities Representations, warranties and indemnification Public and private deals Auction contexts Mergers-of-equals Specific provisions; What is "market"? "MAC"/"MAE" clauses "Fiduciary outs" Break-up fees
	Keith S. Crow, P.C., Curt A. Kramer
11:10 a.m.	Break
11:20 a.m.	Acquisition Agreements (cont.)
12:20 p.m.	Lunch

Afternoon Session: 1:20 p.m. - 5:00 p.m.

1:20 p.m.	Employment Agreements
	Specific provisions: importance of jurisdiction International Employment Agreements Executive Compensation: complying with new federal rules and legislation
	William J. Bettman
2:20 p.m.	Credit/Indenture Agreements
	Incurrence and maintenance covenants Financial definitions Typical, and not so typical, carveouts The surprising importance of "administrative" provisions
	Gerald T. Nowak, Michelle Speller-Thurman
3:20 p.m.	Break
3:30 p.m.	Enforcement and Ethics
	A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate
	Anticipating disputes and breaches Litigation versus ADR Choice of law and jurisdiction Enforcement in foreign jurisdictions Merger clauses Notice provisions
	B. Ethical Issues in Drafting Corporate Agreements
	Identifying ethical errors in contracts What is the role of the attorney in drafting?
	David C. Layden, Gerald T. Nowak
5:00 p.m.	Adjourn

Click the link below to visit PLI's registration site to learn more and/or register.

Location:

Feb. 26, 2010
University of Chicago - Gleacher Center-Chicago, IL

Seminar

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When

February 26, 2010

William J. Bettman, will be speaking at PLI's program "Drafting Corporate Agreements " scheduled for February 26, 2010 in Chicago

Agenda

9:00 a.m.	Introduction and Universal Issues in Drafting Corporate Agreements
	The range of corporate agreements Controlling the process Understanding the client's goals Identifying special issues
	Gerald T. Nowak
9:10 a.m.	Letters of Intent, Confidentiality and Standstill Agreements
	Deciding to use a letter of intent Binding vs. non-binding terms Confidentiality terms and exceptions Exclusivity and standstill arrangements
	Matthew J. Revord
10:10 a.m.	Acquisition Agreements
	Purchase price determinations and adjustments Allocating liabilities Representations, warranties and indemnification Public and private deals Auction contexts Mergers-of-equals Specific provisions; What is "market"? "MAC"/"MAE" clauses "Fiduciary outs" Break-up fees
	Keith S. Crow, P.C., Curt A. Kramer
11:10 a.m.	Break
11:20 a.m.	Acquisition Agreements (cont.)
12:20 p.m.	Lunch

Afternoon Session: 1:20 p.m. - 5:00 p.m.

1:20 p.m.	Employment Agreements
	Specific provisions: importance of jurisdiction International Employment Agreements Executive Compensation: complying with new federal rules and legislation
	William J. Bettman
2:20 p.m.	Credit/Indenture Agreements
	Incurrence and maintenance covenants Financial definitions Typical, and not so typical, carveouts The surprising importance of "administrative" provisions
	Gerald T. Nowak, Michelle Speller-Thurman
3:20 p.m.	Break
3:30 p.m.	Enforcement and Ethics
	A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate
	Anticipating disputes and breaches Litigation versus ADR Choice of law and jurisdiction Enforcement in foreign jurisdictions Merger clauses Notice provisions
	B. Ethical Issues in Drafting Corporate Agreements
	Identifying ethical errors in contracts What is the role of the attorney in drafting?
	David C. Layden, Gerald T. Nowak
5:00 p.m.	Adjourn

Click the link below to visit PLI's registration site to learn more and/or register.

Location:

Feb. 26, 2010
University of Chicago - Gleacher Center-Chicago, IL

Shareholder

wbettman@vedderprice.com

+1 (312) 609 7776