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Advanced Topics: Drafting and Negotiating M&A Indemnification

“Completing a substantive assignment grounded in actual work that we do plus an hour of review with a highly qualified attorney is a complete game changer in terms of the quality of training that’s available.”​
Partner at Am Law 200 firm
This course is designed for attorneys who have experience with M&A transactions. The course begins with a refresher on what indemnification provisions are, and then goes into drafting issues, including how errors in drafting could lead to litigation disputes.

Real practice. Real feedback. Real growth.

Upon completion of this course, participants will be able to:

  • Understand and advise clients on complex indemnification provisions in the context of M&A transactions
  • Understand commonly negotiated aspects of indemnification
  • Understand the interplay between representations, warranties, covenants, and indemnification
  • Advise both Buyers and Sellers on how to negotiate indemnification provisions
  • Draft complex indemnification provisions for both Buyers and Sellers

The AltaClaro Difference

Effective Learning with ROI--Backed by Education Science

Step 1: Learn

Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.

Step 1: Learn

Step 2: Do

Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.

Step 2: Do

Step 3: Review

Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.

Step 3: Review

Empower Associates to Own Their Growth

Empower your associates with detailed, personalized feedback on simulated assignments in key practice areas, focusing on core competencies, practical skills, and substantive legal know-how. 

This targeted approach fosters:

Clear Insight

Associates gain a strong understanding of their strengths and areas for growth.

Focused Development

Associates can prioritize the core competencies, skills and issues most critical for their success.

Greater Self-Awareness

Associates are empowered to take ownership of their professional development journey.

Unlock Your Firm's Full Talent Potential

Gain valuable training insights through consistent, objective feedback on simulated legal assignments, enhancing your associate talent development goals.

This focused, scalable method provides firms:

Address Skill Gaps

Identify skills gaps early in an associates' development phase to provide coaching and support where needed.

Standardized Assessments and Early Identification of Talent

Ensure fair and consistent evaluation across the firm while recognizing and nurturing high-potential associates.

Data-Driven Insights and Efficient Resource Allocation

Make informed decisions about training and development by targeting mentoring and internal training where it's needed most.

Class Content Overview

Level: Intermediate/Advanced

This class is suitable for attorneys who have experience with M&A transactions and a foundational understanding of indemnification provisions. A general understanding of M&A transactions and a good understanding of drafting Asset Purchase Agreements (APAs) and Stock Purchase Agreements (SPAs), and/or prior completion of AltaClaro’s courses Drafting and Negotiating Asset Purchase Agreements and Drafting and Negotiating Stock Purchase Agreements, is recommended.

Course Details

2 CLE credits are available.
Participants will be asked to review a complex indemnification section of a typical M&A agreement. The hypothetical partner has provided the participants with her comments on the contract and has asked the participants to answer a series of comprehensive questions about the contract, to which they need to provide written responses.

Instructors Who Practice What They Teach

Our vetted instructors are global practitioners with outstanding professional and educational qualifications and demonstrated achievement in their fields. All have 10+ years Big Law experience.

In addition to their accomplishments as practitioners, our instructors are also passionate about teaching. We carefully interview instructor candidates to assess personality, domain expertise and effectiveness in the classroom. Our instructors must maintain a 4.5 out of 5 rating from students.

Our Trusted Network of the World’s Leading Law Firms

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Praise for Our Legal Instructors

“Doug was very engaging, which was helpful and kept the review session moving.”
AM Law 200 Firm
“John had deep subject matter insight. It was an excellent class.”
AM Law 200 Firm
“Hellen did a fantastic job at meeting us at our experience level ...great war stories and practical tips.”
AM Law 200 Firm
“I really enjoyed this live session. The instructor did a great job: he seemed both well-prepared and he was genuinely engaging.”
AM Law 200 Firm
“Mick didn't just walk through the corrections but the thought process behind each change and how it would effect/protect the client.”
AM Law 200 Firm
“The instructor was great and had a lot of great insights to share.”
AM Law 200 Firm
Online

Class material is 100% online, accessible by all standard web browsers. Use your desktop, laptop, tablet, or smartphone--your progress will by synced across all devices.

On-Demand

The class is fully asynchronous. Do the work at your own pace, turn in your assignment when you're ready, and get instant feedback via model answers and video review sessions.

Interactive

Learn with dynamic, interactive modules that keep you engaged in active learning using a variety of learning modes.

Experiential

Includes practical assessments throughout the class, plus a capstone assignment where you apply your skills in the context of a real-world matter.

Interested in this Class?

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Attorney Training That Leads to More Productivity, Increased Profitability,
and Longer-Lasting Associate Retention

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