An “earnout” is a deal mechanism used in a merger and acquisition transaction (“M&A Transaction”) which structures the terms upon which a buyer agrees to pay additional consideration to the seller after the closing of the M&A...more
Five Business Entity Forms in Both Texas and Delaware -
• Corporation
• General Partnership
• Limited Partnership
• Limited Liability Partnership (“LLP”)
• Limited Liability Company (“LLC”)
This program focuses on...more
2/27/2018
/ Allocation of Funds ,
Articles of Incorporation ,
Business Entities ,
Business Formation ,
Business Partners ,
Business Taxes ,
C-Corporation ,
Capital Structures ,
Corporate Dissolution ,
Delaware General Corporation Law ,
Fiduciary Duty ,
General Partnerships ,
Indemnification ,
Joint Venture ,
Limited Liability Company (LLC) ,
Limited Liability Partnerships ,
Limited Partnership Agreements ,
Limited Partnerships ,
Managing Members ,
Members ,
Mergers ,
Partnership Agreements ,
Piercing the Corporate Veil ,
S-Corporation ,
State Taxes ,
Tax Cuts and Jobs Act
I. CONFIDENTIALITY AGREEMENT -
A confidentiality agreement (“Confidentiality Agreement”), also sometimes called a nondisclosure agreement (“NDA”), is typically the first stage for the due diligence process as parties...more
Agenda
- Letters of Intent
- Best Efforts
- Indemnification
- Sandbagging
- Non-Reliance
- Fiduciary Duties
- Letters of Intent:
• Buyer may seek letter of intent that is generally not binding on either party...more
9/19/2017
/ Acquisitions ,
Best Efforts Clauses ,
Board of Directors ,
Duty to Defend ,
Duty to Indemnify ,
Energy Contracts ,
Exculpatory Clauses ,
Fiduciary Duty ,
Indemnification Clauses ,
Letters of Intent ,
Mergers ,
Non-Reliance Clauses ,
Sandbagging ,
State Law Claims
I. Introduction.
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
2/17/2014
/ Acquisitions ,
Board of Directors ,
Corporate Counsel ,
Corporate Officers ,
Dodd-Frank ,
Executive Compensation ,
Fiduciary Duty ,
Financial Regulatory Reform ,
Limited Liability Company (LLC) ,
Mergers ,
Sarbanes-Oxley
I. Confidentiality Agreements And Their Effects Are Evolving -
A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more
10/14/2013
/ Acquisitions ,
Confidential Information ,
Contract Drafting ,
Contract Interpretation ,
Corporate Counsel ,
Disclaimers ,
Fiduciary Duty ,
Mergers ,
Non-Disclosure Agreement ,
Representations and Warranties ,
Standstill Agreements ,
Waivers ,
Warranties