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Live Webinar

90-minute live streaming program
  • June 28
  • 1:00 - 2:30 pm EST

Nonbinding Legal Documentation in Commercial Transactions

June 28

Avoid unintended financial obligations by utilizing express disclaimer language and limiting drafting ambiguity.

Business attorneys handling an acquisition or sale of a company are often asked to review or prepare a term sheet, indication or interest, or letter of intent as a first step in the transaction. This material is intended to provide you with a better understanding of nonbinding documentation that precedes a business transaction, and focuses on documents frequently used for business acquisitions of privately held companies. Topics will include; deciding when to use nonbinding documentation, drafting effective provisions for letters of intent and other nonbinding documentation, key provisions to include, differences for stock and asset acquisitions, and recent court decisions involving the effect on nonbinding documentation. The information will provide and discuss specific examples of provisions from letters of intent and will recommend drafting techniques to help ensure your client’s interests are served by the letter of intent you prepare. The target audience for this program is attorneys with an intermediate level of experience in business acquisitions. Business executives, accountants, brokers, and others involved in business transactions will also find the program informative.

Learning Objectives

  • You will be able to recognize situations in which nonbinding documentation relating to a proposed business transaction should be used or avoided.
  • You will be able to identify key clauses that should be included in letters of intent, MOUs, and other nonbinding documentation for a potential commercial transaction.
  • You will be able to explain to clients the benefits and drawbacks of specific clauses often included in term sheets, LOIs, and other nonbinding documentation exchanged prior to a business transaction.
  • You will be able to discuss recent case law affecting LOIs, term sheets, and other nonbinding documentation frequently used in business transactions.

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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Typical Nonbinding Documentation Used in Commercial Transactions
  • Indications of Interest (IOIs)
  • Memoranda of Understanding (MOUs)
  • Term Sheets
  • Letters of Intent (LOIs)
Motivation for Creating Nonbinding Documentation
  • Confirm Basic Transaction Terms
  • Cost Reimbursement
  • Exclusivity
Frequently Used Nonbinding Provisions
  • Purchase Price (Net Working Capital, Earn-Outs, Escrow or Hold-Back)
  • Provisions for Employment, Consulting, or Services
  • Provisions as to the Definitive Agreement
  • Due Diligence Process
  • Indemnification
  • Conditions to Closing
  • Transaction Schedule
Binding Provisions – Even in Nonbinding Documentation
  • Exclusivity
  • Confidentiality
  • Fees
  • Other
When Courts Treat Nonbinding Provisions as Binding – and How to Avoid That Result
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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

Live Webinar Registration

  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • GA CLE 1.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • MS CLE 1.5
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.5 credit hours.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • TN CLE 1.5
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.5 hours of credit.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of Law & Legal Procedure credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • CPE 1.8 including Specialized Knowledge 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Specialized Knowledge for 1.8 hours. Prerequisite: basic knowledge of business financials. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     
  • Lorman Business Center, Inc. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Specialized Knowledge and Applications for 1.5 hours.
     

Who should attend?

This live webinar is designed for business owners and managers, presidents, vice presidents, directors, office managers, supervisors, controllers, CFOs, accountants and attorneys.

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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Erich W. Merrill, Jr.

Erich W. Merrill, Jr.

Miller Nash Graham & Dunn LLP

  • Partner at Miller Nash Graham & Dunn LLP, Portland, Oregon
  • 35 years of experience in representing clients in business transactions, including mergers and acquisitions for privately held businesses
  • Handled business sales and purchases for clients in a variety of industries, including medical devices, biotechnology, computer software, beverages, clean-room technologies, sports apparel, brokerage, financial services, wood products, metal fabrication, transportation, and specialty gases
  • Past president of the business law section of the Oregon State Bar, served as leader of his firm's corporate and M&A team
  • Listed in Best Lawyers of America, and is a SuperLawyer
  • J.D. degree, Harvard Law School
  • Can be contacted at [email protected] or 503-205-2504
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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 405695
Published 2019
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