Corporate Counsel Section Meeting
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CORPORATE COUNSEL SECTION VIRTUAL MEETING
JUNE 13, NOON
Topic: M&A Deals Gone Bad – Lessons You Would Rather Learn the Easy Way
This presentation covers various considerations, risks, and drafting tips for in-house legal teams to consider when conducting M&A transactions under DE, NY, and TX law. After this presentation, attendees should be able to: (i) identify risks of including vs. not including no obligation to negotiate in good faith language when negotiating letters of intent, (ii) describe a few different ways to use closing conditions and covenants to get out of a deal that hasn’t yet closed, and (iii) summarize important drafting tips for avoiding common pitfalls relating to strategic ambiguity, use of the word “and,” the importance of recitals, attention to boilerplate provisions, the effect of breaching a separate contract, overlapping provisions, including a blanket lost profits exclusion, interpretations of efforts standards, and notwithstanding clauses.
Speakers: Sara Garcia Duran and Courtney Gilberg (Sidley Austin LLP)
CLE - CCBA Members: 1.0 Hour
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