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30 Master Classes to choose from. Select one or all, and rank your preferences.

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Essentials of Contract Drafting

Every lawyer needs to be an effective contract negotiator -- now you can learn the essentials from top attorneys. Using a commercial contract, you'll learn essential concepts such as contract structure, interplay of key provisions, "boilerplate" language, and practice tips from real-world negotiations.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, corporate transactions but have not had extensive practical experience in drafting or negotiating contracts.

View Course Details
What you'll learn:
  • Demonstrate a broad understanding of the various standard contract provisions and how they interrelate
  • Draft basic contract terms
  • Recognize and negotiate one-sided and neutral provisions
  • Write in a clear and concise way
  • Blackline documents
  • Interpret editing comments
  • Coordinate signature pages
  • Avoid common pitfalls in corporate drafting

Description:

This class addresses the basics of corporate drafting, using a commercial contract as an example. The instructor will focus on technical skills and concepts such as the basic structure of a contract, the interplay of representations and warranties, covenants, and conditions, and drafting and negotiating boilerplate language. 

Simulation Exercise:

Participants will be asked to review and propose revisions to a contract based on a set of facts relating to our hypothetical client’s goals and concerns. During the live review session of the course, participants will review the model answer and receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting. 

Download Syllabus
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Forming Corporations and Other Entities

Whether you have startups, large corporations, or High Net Worth individuals as clients, you need to know the essentials of entity formation. You'll learn the differences between entity forms, advantages and disadvantages, formation processes/procedures, and best practices. Then you'll practice by drafting formation docs for a new entity.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or some exposure to, corporate transactions but have not had extensive practical experience in forming corporations and other entities.

View Course Details
What you'll learn:
  • Recognize the different types of entity structures and basic differences among them

  • Determine the appropriate structure for a given client/situation

  • Form a simple Delaware corporation

  • Draft the relevant corporate documents

Description:

This class starts by introducing participants to the various entity forms, their characteristics, relative advantages and disadvantages, and method of formation. Next, the class dives deeper into the actual steps and documentation needed to form each of these entity types, with a particular emphasis on Delaware. The class then examines the particular nuances, best practices, and practice tips for forming a corporation, limited liability company, and a limited partnership in Delaware.

Simulation Exercise:

Participants will be asked to complete the formation documents for a new entity, using precedent and checklists provided in the additional materials.

Download Syllabus
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Drafting & Negotiating Non-Disclosure Agreements

Master the NDA -- one of the most common agreements in the business world. You'll learn key provisions, typical contexts, and how to draft and negotiate an NDA effectively and efficiently to limit risk without over-engineering. Then you'll practice revising an NDA as both discloser and recipient. 

Level: Basic-Foundational

This class is suitable for attorneys who are interested in becoming more proficient in reviewing, revising, drafting, and/or negotiating non- disclosure agreement, but who have not had extensive practical experience with this type of document.

**It is recommended that participants complete AltaClaro’s Essentials of Contract Drafting (or otherwise have some basic exposure to contract basics as a junior attorney) prior to taking this course.

View Course Details

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

  • Identify the circumstances in which an NDA is appropriate an in what form
  • Draft and negotiate basic terms in an NDA
  • Modify an NDA for a particular purpose

Description:

This class introduces participants to the specific terms typically negotiated in the context a non-disclosure agreement (NDA) and the various contexts in which NDAs are typically used (including acquisitions, employment, partnerships, and joint ventures), as well as the distinctions and similarities of NDAs as used in these different contexts. The materials take the participants through a variety of NDAs, discussing each of the provisions, why they are necessary, and how to best negotiate the various terms in each of the given contexts.

Simulation Exercise:

Participants will be asked to comment on an NDA both from the perspective of the disclosing party and recipient and to propose revisions as necessary.

Download Syllabus
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Drafting & Negotiating Letters of Intent

Get adept at using LOIs to efficiently and effectively negotiate deals of all types. You'll learn the purpose, timing, format, advantages, and disadvantages, and key elements of LOIs, term sheets, and MOUs. Then you'll review an revise an LOI in connection with a proposed acquisition. 

Level: Basic-Intermediate

This class is suitable for attorneys who have an interest in becoming more proficient in drafting and negotiating letters of intent, term sheets, and memoranda of understanding but have not had extensive practical experience with these forms of documents.

**It is recommended that participants complete AltaClaro’s Essentials of Contract Drafting (or otherwise have some basic exposure to contract basics as a junior attorney) prior to taking this course.

View Course Details
Upon completion of this Class, participants will be able to:
  • Know where to start when drafting a letter of intent
  • Review and revise a letter of intent
  • Articulate the strategic benefits and disadvantages of using LOIs

Description:

This class is designed to provide a deeper understanding of contract drafting in the context of a letter of intent (LOI). The class begins with an overview of how an LOI applies in the overall deal process. It then moves on to explore a standard LOI in an acquisition context, examining the purpose, timing, and typical content, as well as the advantages and disadvantages of using an LOI. Finally, participants will review other similar forms, such as term sheets and memoranda of understanding.

Simulation Exercise:

Participants will be asked to review and propose revisions to a letter of intent prepared in connection with a proposed acquisition.

Download Syllabus
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Transactional Due Diligence and Disclosure Schedules 

Due diligence is a key piece of every corporate transaction. You'll learn how deal structure affects DD (and vice versa), what's in a standard DD checklist, issues to look for on both sides of the transaction, and practical tips on organizing and executing. Then you'll practice by modifying a DD template in the context of a simulated deal. 

Level: Basic-Intermediate

This class is suitable for attorneys who have a general interest in corporate and/or M&A transactions with some exposure to basic corporate transactions.

**It is recommended that participants complete AltaClaro’s Essentials of Contract Drafting (or otherwise have some basic exposure to contract basics as a junior attorney) prior to taking this course.

View Course Details
What you'll learn:
  • Prepare a basic due diligence checklist 
  • Organize the due diligence progress 
  • Perform due diligence review of a variety of documents 
  • Identify and articulate common due diligence issues

Description:

This class addresses the basics of corporate drafting, using a commercial contract as an example. The instructor will focus on technical skills and concepts such as the basic structure of a contract, the interplay of representations and warranties, covenants, and conditions, and drafting and negotiating boilerplate language. 

Simulation Exercise:

Participants will be asked to review and propose revisions to a contract based on a set of facts relating to our hypothetical client’s goals and concerns. During the live review session of the course, participants will review the model answer and receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting. 

Download Syllabus
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Overview of M&A Transactions

Learn big-picture M&A concepts such as typical deal structures (SPA, APA, Merger) and key criteria for selecting a structure (including corporate, tax, and liability issues), then apply your new knowledge to real-world scenarios by drafting a client memo for a proposed transaction. 

Level: Basic-Foundational

This class is suitable for attorneys at any level who have a general interest in M&A but have not had extensive practical experience in this practice area.

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What you'll learn:
  • Identify and differentiate between structural alternatives for an M&A transaction
  • Articulate the considerations in selecting a structure for a given transaction
  • Apply these considerations to determine appropriate structure

Description:

This class introduces participants to the concept of M&A in broad terms. It starts by examining what constitutes an M&A transaction and what drives typical M&A deals. The instructor will use examples of recent M&A deals to illustrate these concepts. The class then moves on to the practical aspects of identifying and differentiating between the different structural alternatives available for an M&A transaction, highlighting the advantages and disadvantages of each in a given context, including corporate, tax, liability, and other considerations.

Simulation Exercise:

Participants will be asked to prepare a brief memo to the client outlining the available structural alternatives for a proposed acquisition and briefly summarizing the relevant considerations. The participants will need to apply these considerations to form a recommendation for the client as to the appropriate structure.

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M&A Deal Process

Manage an M&A deal with confidence--from inception to closing. You'll learn about every stage of the deal process, including practical steps, key considerations, and documentation. Then you'll prepare a comprehensive closing checklist for a real-world transaction.

Level: Basic/Foundational

This class is suitable for attorneys at any level who have a general interest in M&A but have not had extensive practical experience in this practice area.

View Course Details
What you'll learn:
  • Understand the various stages and components of the M&A deal process such that participant is able to meaningfully contribute to each stage
  • Prepare a comprehensive closing checklist for a private M&A transaction 
  • Manage the logistics of the deal process 

Description:

This class is designed to provide a deeper understanding of the overall M&A process, from inception to closing of a deal. The class starts by providing an overview of the practical steps, key considerations, and documentation that are involved at each stage of the deal process, and then leads participants through preparing a closing checklist with an emphasis on learning how to identify relevant considerations and documentation. Particular focus will be given to the junior associates and in-house counsel role in the process; to exemplify, participants will work through a short exercise in which they are asked to assume the role of a junior associate in preparing and coordinating the closing checklist, taking into account the various considerations discussed in the group session.

Simulation Exercise:

Participants will be asked to update a closing checklist using a form precedent and the information gleaned from the simulation facts provided. Considerations will include who the respective parties are, our client’s goals, and initial facts regarding the contemplated structure of the proposed acquisition.

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Drafting and Negotiating Asset Purchase Agreements

Negotiate and draft an asset purchase agreement like a veteran. You'll learn to draft an APA from the LOI or term sheet, including key provisions and typical pro-buyer and pro-seller terms. Then you'll practice what you learned by converting a term sheet to an APA. 

Level: Basic-Intermediate

This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.

**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.

View Course Details
What you'll learn:
  • Interpret LOIs and term sheets
  • Demonstrate a broad understanding of APAs and comfort level reviewing an APA
  • Draft and negotiate basic terms in an APA

Description:

This class introduces participants to the specific terms typically negotiated in the context of an asset purchase. Using an actual asset purchase agreement, participants will (i) gain an understanding of the practical reasons behind various provisions, (ii) learn to recognize pro-buyer and pro-seller terms, (iii) observe how each provision connects to others in the agreement, and (iv) practice how to reflect diligence and other issues in the agreement. Particular focus will be given to assignment and change of control issues in asset purchases. Participants will practice negotiating specific terms in the agreement, with a focus on clarity and precision. Practice tips will include how to approach preparing the first draft of an agreement. While certain provisions will be discussed in more detail, the aim of this class is to give the participant a broad understanding of the transaction document as a whole so that he or she feels comfortable reviewing, drafting, and negotiating this type of document.

Simulation Exercise:

Participants will be provided with a term sheet and will be asked to convert the term sheet into a draft APA using a pro-buyer form precedent and additional information received from the client.

Download Syllabus
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Drafting & Negotiating Stock Purchase Agreements

Negotiate and draft a stock agreement like a veteran. You'll learn the differences between an SPA and APA, the key provisions (e.g., operative provisions and reps & warranties) and common drafting techniques. Then practice what you learned by converting a seller-friendly APA to a buyer-friendly SPA. 

Level: Basic-Intermediate

This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.

**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions and Drafting & Negotiating Asset Purchase Agreements (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.

View Course Details
What you'll learn:
  • Identify and explain to a client the differences between an asset purchase and a stock purchase
  • Recognize pro-buyer and pro-seller language
  • Draft and negotiate basic terms in an SPA

Description:

This class has participants explore the differences between a stock purchase and an asset purchase, with particular focus on operative provisions and representations and warranties. The instructor will use an actual stock purchase agreement to exemplify key provisions and drafting considerations, highlighting differences with asset purchases where significant. Participants will practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns. Practice tips for redlining and commenting on drafts will also be discussed in context. While certain provisions will be discussed in more detail, the aim of this Class is to give the participant a broad understanding of the transaction document as a whole so that he or she feels comfortable reviewing, drafting, and negotiating this type of document.

Simulation Exercise:

Participants will be provided with a Buyer-revised APA and asked to revise it based on precedent to make more buyer-friendly and/or neutral and to convert it to SPA form. In performing the exercise, participants will need to take into consideration the overall context of the proposed transaction, the relative bargaining power of the parties, and the underlying business issues.

Download Syllabus
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Drafting & Negotiating Merger Agreements

Negotiate and draft a merger agreement like a veteran. You'll learn the regulatory and statutory considerations that affect the deal structure, as well as the key provisions involved. Then you'll practice what you learned by revising a merger agreement based on real-world client concerns and the business/regulatory context. 

Level: Basic-Intermediate

This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.

**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions and Drafting & Negotiating Asset Purchase Agreements (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.

View Course Details
What you'll learn:
  • Identify and explain to a client the relevant statutory requirements for consummation of a merger
  • Apply diverse legal and regulatory considerations in determining the appropriate structure
  • Draft and negotiate basic terms in a merger agreement

Description:

This class exposes participants to the specific considerations involved in structuring a merger transaction, while also synthesizing the concepts discussed in all four of the other classes in this series, in culmination of the series. Participants will revisit some of the key drafting considerations discussed in the context of an asset or stock purchase and examine how these might differ in a merger context, allowing participants to gain a deeper understanding of these concepts and how to apply them in practice. This class will also introduce participants to the particular nuances involved in a merger, including regulatory and statutory aspects, as well as corporate governance and tax issues. The instructor will illustrate these various concepts by examining actual statutory language and merger agreement provisions, highlighting differences with asset and purchases where significant. Participants will practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns.

Simulation Exercise:

Participants will be provided with a merger agreement and asked to revise it based on precedent to reflect our client’s specific concerns, and to counsel the client as to regulatory and other actions that need to be taken. In performing the exercise, participants will need to draw on the concepts discussed over all 5 M&A Master Classes, allowing the participants to hone their practical understanding of M&A as a whole.

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Overview of Capital Markets

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in Capital Markets but have not had extensive practical experience.

**A general understanding of legal entities and contracting basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting and Forming Corporations & Other Entities is helpful but not required.

View Course Details
What you'll learn:
  • Recognize capital markets terminology and concepts
  • Demonstrate an understanding of how capital markets transactions are structured
  • Identify and ensure compliance with relevant securities laws
  • Review terms for a basic capital markets transaction
  • Assemble basic documentation 

Description:

This course introduces participants to some of the essential concepts in Capital Markets and related securities laws. It provides a pragmatic approach to the legal and practical issues that arise in capital markets offerings, including transaction management, securities law framework, documenting the deal, and other considerations. Throughout the course, participants are guided to consider relevant issues from the perspectives of the client and key participants: issuer, underwriter, investors and others. Participants will review the relevant rules and practice elements in the context of real-world examples. Although the course examines both public and private offerings, the emphasis is on negotiating a private capital markets transaction.

Simulation Exercise:

Students are presented with a start-up client looking to raise $1,500,000 in additional funding to cover the hiring of engineers and ongoing operating expenses. Students are asked to work on the following tasks: (1) Determine the best way to structure the financing; (2) Identify any relevant securities laws issues; and (3) Prepare a timeline/document checklist.

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Regulation D Offerings

Level: Basic-Intermediate

This class is suitable for attorneys who have a general interest in Capital Markets but have not had extensive practical experience.

**A general understanding of Capital Markets transactions and/or prior completion of AltaClaro’s Overview of Capital Markets is recommended.

View Course Details
What you'll learn:
  • Understand the essential legal and regulatory framework applicable to Regulation D offerings
  • Be familiar with Regulation D exemptions and essential deal documents
  • Be able to contribute meaningfully in the deal process
  • Draft and negotiate basic terms of a stock purchase agreement

Description:

This class is designed to provide a deeper understanding of the overall securities transaction process and legal framework focusing on offerings under Regulation D, with a secondary focus on private placements generally. The class starts by providing an overview of the key legal considerations, statutory provisions, and fundamental documentation that are involved in a Regulation D offering, and then leads participants through advising a client looking to raise equity capital through a Regulation D offering with an emphasis on learning how to identify relevant considerations, legal issues and documentation. Particular focus will be given to the junior associate and in-house counsel role in the process.

Simulation Exercise:

Participants will be provided with an example of a purchase agreement for a Regulation D offering and will be asked to tailor it to the specific hypothetical issuer. Participants will assume the role of a junior associate in preparing the purchase agreement, taking into account the various considerations discussed in presentation materials.

Download Syllabus
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Public Offerings (IPOs)

Level: Basic-Intermediate

This class is suitable for attorneys who have a general interest in Capital Markets and IPOs but have not had extensive practical experience.

**A general understanding of Capital Markets transactions and/or prior completion of AltaClaro’s Overview of Capital Markets is recommended.

View Course Details
What you'll learn:
  • Understand the various stages and components of the IPO deal process such that they will be able to meaningfully contribute to each stage as a junior attorney
  • Appreciate the key legal and regulatory framework and constraints in the public offering process
  • Manage the logistics of the deal process

Description:

This class is designed to provide a deeper understanding of the overall transaction process focusing on public offerings and specifically IPOs, from inception to closing of a deal. The class starts by providing an overview of the practical steps, key considerations, and documentation that are involved at each stage of the deal process, and then leads participants through the regulatory restrictions applicable to each period in the offering process through closing. Particular focus will be given to the role of the junior associate in the process.

Simulation Exercise:

Participants will be provided with an example of a memorandum to client on publicity restrictions in the offering process and will be asked to correct, refine and polish it for submission to the client.

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Securities

Due Diligence in Securities Offerings

Level: Basic

This class is suitable for attorneys who have a general interest in Capital Markets but have not had extensive practical experience.

**A general understanding of Capital Markets transactions and/or prior completion of AltaClaro’s Overview of Capital Markets is recommended.

View Course Details
What you'll learn:
  • Understand the function of due diligence in securities offerings and the due diligence process 
  • Appreciate the role of the junior lawyer in the process and the diligence work involved in a typical transaction
  • Prepare a due diligence request list for a specific transaction (IPO)

Description:

The aim of this class is to provide the participant with a broad understanding of the diligence process. Specifically, the class will discuss the legal background, purpose and process of due diligence in securities offerings. The class will also address liability considerations, deal management and coordination of specialty diligence groups, and special transaction considerations.

Simulation Exercise:

Participants will be provided with a due diligence request list for one type of transaction (a private placement of debt by a non-reporting company) and be asked to prepare a due diligence request list for an IPO of the same entity.

Download Syllabus
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Overview of Commercial Loan Transactions

This course is designed to introduce students to commercial lending transactions. The course starts by defining commercial lending in general and identifying the purpose of a loan transaction. It then describes the common types of loans and identifies the components of a commercial loan transaction. Subsequently, the course identifies the key documents in a commercial loan transaction and describes the role of commitment letters and term sheets. Finally, the course identifies the roles transactional attorneys play in commercial loan transactions.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, commercial lending transactions.

View Course Details
What you'll learn:
  • Identify the typical structures for commercial loan transactions
  • Differentiate between different types of commercial loans and available sources of funds
  • Recognize terminology used in commercial loan transactions
  • Understand the role and type of financial covenants found in commercial loan transactions
  • Review and summarize a typical commercial loan term sheet

Description:

This course is designed to introduce students to commercial loan transactions. The course starts by defining commercial finance in general and identifying the purpose of loan transactions. It then describes the common types of loans and identifies the components of a commercial loan transaction. Subsequently, the course identifies the key documents in a commercial loan transaction and describes the role of commitment letters and term sheets. Finally, the course identifies the essential roles transactional attorneys play in commercial finance transactions.

Simulation Exercise:

Students are presented with a banking client that has approved a borrower for a proposed credit facility consisting of a term loan and a revolving loan facility. Students are asked to (i) prepare a commitment letter that commits the bank to legally provide the credit facility and (ii) provide a succinct term sheet that spells out the salient terms for the borrower.

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Managing Closings in Loan Transactions

Overview: This class teaches junior associates how to manage the process of moving a loan transaction to and through closing. It begins by providing an overview of the deal process for typical commercial lending transactions, and discusses the various parties, their roles in the transaction, and their priorities and tasks at the various stages of the deal process. The course then discusses due diligence for lending transactions and the process of refinancing existing indebtedness. Then, the class details closing mechanics and the closing checklist, notes the role of post-closing obligations, and discusses the role of the junior attorney in facilitating a successful closing.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, commercial lending transactions.

View Course Details
What you'll learn:
  • Overview of Deal Process in Loan Transactions
  • Parties to a Lending Transaction
  • Due Diligence
  • Refinancing of Existing Indebtedness
  • Closing and Closing Checklist 
  • Post-Closing Obligations
  • Role of a Junior Attorney

Simulation Exercise:

Students are presented with a banking client that has approved a borrower for a proposed credit facility consisting of a term loan and a revolving loan facility. Students are asked to prepare a closing checklist for the new deal, based on the term sheet and sample checklist provided. 

Download Syllabus
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Drafting and Negotiating Credit Agreements for Lending Transactions

This course provides a general introduction to credit agreements and the role that credit agreements play in commercial lending transactions.  Participants will learn the basic structure of a credit agreement and will explore the purpose of each section of the credit agreement.  Participants will become familiar with terms often negotiated in a credit agreement by the parties.  The course will also explore the various methods used to amend a credit agreement, and participants will gain experience drafting an amended and restated credit agreement.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, commercial lending transactions.

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What you'll learn:
  • Understand the central role of the credit agreement as the basic roadmap for the lender-borrower relationship;
  • Understand the sections of a credit agreement;
  • Be familiar with certain terms often negotiated in a credit agreement and typical comments to a credit agreement made by the borrower, the lender and their respective counsels;
  • Understand how the parties may change the credit agreement over time via amendments and the role of a junior attorney in drafting and revising the credit agreement, exhibits, and amendments;
  • Incorporate terms from a term sheet into a draft amended and restated credit agreement.

Simulation Exercise:

Students are presented with an institutional lender that has reached an agreement with a borrower regarding the terms of an amendment to an existing loan. The lender has requested an amended and restated credit agreement. Students are asked to (i) prepare the initial draft of the amended and restated credit agreement and (ii) provide a comparison of your draft to the existing credit agreement to aid the senior associate in reviewing the changes made.

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Drafting and Negotiating Security and Other Collateral Agreements

Drafting and Negotiating Security and Other Collateral Agreements

This course will introduce students to security agreements and the key components thereto. It will start by explaining when a security agreement is needed and the process for drafting a security agreement. It will then discuss the concept of perfection of a security interest, including its importance and the process of perfection in various types of collateral. Finally, it will explain the due diligence process involved in a security agreement transaction. The course is designed to provide junior associates with a greater understanding of secured transactions, especially when drafting and negotiating a security agreement.

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, commercial lending transactions.

View Course Details
What you'll learn:
  • Discuss the key components contained in a security agreement
  • Understand how to draft a standard security agreement
  • Explain how to perfect a security interest in various types of collateral (e.g., goods, intellectual property and capital stock)
  • Conduct due diligence in connection with obtaining a security interest
  • Review comments received on a security agreement and determine whether those comments should be accepted or rejected and why

Simulation Exercise:

Students are presented with a banker that has reached out regarding a proposed credit facility consisting of a term loan and a revolving loan facility that the bank team has greenlighted for approval. Students are asked to (i) review the borrower’s comments on the first draft of the Security Agreement and prepare a memo explaining why certain comments were accepted or declined and (ii) review the organizational documents provided by the borrower and ensure that the UCC financing statement is accurately prepared for filing.

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Tech Trans

Overview of Technology Transactions

Lawyers today needs to demonstrate a solid understanding of technology transactions so they will be better prepared to represent clients in the technology industry. Learn key concepts in technology transactions, understand the differences between hardware vs. software agreements, and master the components of development, license, distribution and professional services agreements. Practice by revising a Software-as-a-Service (SaaS) EULA Agreement based on client objectives.

Level: Basic -Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, technology transactions but have not had extensive practical experience in drafting or negotiating technology-related contracts. 

*It is recommended that participants complete AltaClaro’s Essentials of Contract Drafting (or otherwise have some basic exposure to contract basics as a junior attorney) prior to taking this course.

View Course Details
What you'll learn:
  • Demonstrate a solid understanding of technology transactions so they will be better positioned to represent clients in the technology industry
  • Differentiate between the purpose of the various types of technology agreements commonly encountered by technology counsel
  • Recognize key legal and commercial terms found in most technology agreements 
  • Identify key elements of software development and license agreements
  • Assess common risks and negotiation challenges in technology agreements

Description:

This course introduces participants to the key components of today’s most common technology transactions, focusing primarily on software licensing and development. The course will familiarize participants with key industry terms used by technology counsel and will explore agreement fundamentals such as IP ownership, deal economics, license grants and restrictions, data security, maintenance obligations, warranties, and infringement liability.

The instructor will use examples of development, distribution, software as a service (SaaS), and end-user license agreements to illustrate the foundational elements of each. Finally, the course offers an overview of current “hot topics” in the technology landscape such as privacy, data security, social media, and artificial intelligence.

Simulation Exercise:

Participants will be asked to review and propose revisions to a Software-as-a-Service (SaaS) EULA Agreement based on a set of facts relating to a hypothetical client’s goals and concerns. Participants will be asked to focus on eight specific concerns and identify and explain for each: (1) the relevant provision(s); (2)any revisions, deletions, or additions the participant would make to the identified provisions; (3) any additional information needed to fully respond; and (4) any other conforming edits or additional documents needed to ensure the client is adequately protected.

During the live review session of the course, participants will review the model answer and receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting.

Download Syllabus
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Overview of Real Estate Transactions

This course is designed to introduce students to real estate transactions. The course starts by defining real estate transactions in general and identifying the parties involved. It then describes the different types of real estate transactions and identifies the key documents in each. Finally, the course identifies the essential roles attorneys play in real estate transactions and the remedies available to the parties when there is a problem with a real estate transaction.  

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, real estate transactions but do not have extensive practical experience.

View Course Details

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

  • Identify the various types and structures of real estate transactions
  • Understand the various parties involved in a real estate transaction and the respective concerns of the parties involved
  • Recognize the types of documents and terminology used in real estate transactions 
  • Understand the role of the attorney in various real estate transactions 
  • Review and summarize a letter of intent


Key Topics:  

  • Introduction 
    • What is a real estate transaction?
    • What are the primary motivations for clients to engage in real estate transactions?
    • Who are the typical parties involved in real estate transactions?
    • Who are the typical clients in real estate transactions?
  • Most common types of real estate transactions
    • Difference between Residential and Commercial
    • Purchase and sale
    • Lease
    • Loan
    • Construction 
    • Pre-development and Development
  • Documents generally involved in real estate transactions
    • Term Sheets/LOIs
    • Purchase and sale documents
    • Lease documents
    • Loan documents
    • Types of documents in other real estate transactions
      • Construction agreement
      • Pre-development and development agreements 
  • The roles of an attorney in the different real estate transactions
    • Importance of real estate attorneys
    • Role of the Buyer’s and the Seller’s counsel in a purchase and sale transaction
    • Role of the Landlord’s and the Tenant’s counsel in a leasing transaction
    • Role of the Lender’s and the Borrower’s counsel in a lending transaction 
    • Other situations where counsel may represent a real estate client
  • What happens when real estate transactions go wrong?
    • Short sales
    • Forbearance
    • Workouts
    • Unexpected discoveries during due diligence


Supplemental Materials/Additional Resources

  • Sample purchase and sale agreement
  • Sample special warranty deed 
  • Sample lease agreement 
  • Sample loan agreement
  • Sample financial term sheet for retail purchase
  • Sample closing binder index
  • Sample due diligence checklist 

 

Simulation Exercise: Students are presented with a small family office client that recently sold a 12,000 rentable square foot multi-tenant retail shopping center. The client intends to use the proceeds from the sale to purchase two like-kind properties. Students are asked to (1) prepare the initial draft of the letter of intent for one property and (2) revise the draft letter of intent received from opposing counsel for the other property. 

Download Syllabus
RE2 main pucture

Real Estate Transaction Process

This class is designed to teach students about the transaction process for three different
common real estate transaction types – (1) purchase and sale, (2) lease and (3) loan. The class begins by identifying the typical stages of a real estate transaction and explaining how those stages vary depending upon the type of real estate transaction. The course then describes the transaction process and the specific stages of each of a purchase and sale, loan, and lease transaction. Next, the
class defines what the “closing” is in each type of real estate transaction and the specific types of documents that should be listed on a closing checklist. The course then reviews the role of a junior attorney in each of the various transaction processes, including the closing stage. The class then
discusses the items that may need to be completed or monitored after the transaction has closed.  

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, real estate transactions but do not have extensive practical experience.

View Course Details

Objectives: Upon completion of this course, participants will be able to:
● Identify the typical stages of a real estate transaction and how those stages vary
depending upon the type of real estate transaction.
● Describe the different ways a real estate transaction can be financed.
● Understand the junior attorney’s role in the transaction process and, specifically, the
closing process.
● Articulate the typical closing obligations and responsibilities of the various parties and
recognize the types of ancillary documents typically required in a purchase and sale, loan,
and lease transaction, and the potential post-closing obligations relevant to each
● Prepare a closing checklist

Simulation Exercise:

Students are presented with a real estate investment client that owns a medical office building. The client has entered into a purchase and sale agreement to sell the building. Students are asked to work on the following tasks: review the sample purchase and sale agreement and prepare a closing checklist.

Download Syllabus
RE3 main pucture

Conducting Real Estate Due Diligence

This course is designed to introduce students to due diligence in the context of real estate transactions. The course starts by defining the due diligence process and identifying the types of due diligence. It then describes who is involved in the due diligence process and why it is done. It then focuses on the different topics of due diligence and common objections raised with each.  The course references the various documents involved in each due diligence topic and the applicable regulations. 

Level: Basic-Foundational

This class is suitable for attorneys who have a general interest in, or are exposed to, real estate transactions but do not have extensive practical experience.

View Course Details

Objectives: By the end of this Module, participants will be able to:

  • Understand why due diligence in real estate is important.
  • Understand the ways in which the scope of due diligence varies depending on the particular property type and motivations of the purchaser.
  • Identify unique due diligence considerations in real estate transactions.
  • Understand specific types of documents common to real estate transactions and the specific types of provisions therein in connection with providing competent due diligence counsel.
  • Prepare a title and survey objection letter.

Simulation Exercise: Students represent the buyer of a commercial property. The client has signed a purchase and sale agreement. The deal team is in the midst of due diligence. Students are asked to (1) review the survey, the title commitment letter, and the title issues memorandum summarizing the analysis of the title commitment, and (2) draft a letter to the seller and the title company listing the title and survey objections.

Download Syllabus

How it Works

Backed by education science, our 3-step experiential learning framework improves retention by over 80% over typical online courses. 

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1. Dynamic Video Modules

Watch and learn at a personalized pace, absorbing lessons in short, easily digested segments, led by experienced practitioners.

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2. Mock Transactions

Apply lessons immediately to solve real world client scenarios, using transaction documents derived from actual deals.

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3. Live Review Sessions

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

Design Your Associate Training Roadmap 

An Immersive Learning Experience in Just Minutes a Day

Class 1
Overview of Cap

Overview of Capital Markets

Class 2
Regulation D Offerings

Regulation D Offerings

Class 3
IPO

Initial Public Offerings

Class 4
DD

Due Diligence in Securities Offerings

View a Sample Weekly Schedule

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Offer the same training programs used by the world's leading law firms and universities. 

Who is this Program for?

This program is right for you if you are:

1

Junior associates looking to hit the ground running with key transactional assignments

2

Any level of attorney looking to gain new skills and expand their practice

3

New attorneys looking to gain confidence and efficiency in transactional matters

Earn 2 CLE Credits per Master Class

Select Your Classes

Instructors Who Practice What They Teach

Practitioners with outstanding professional and educational qualifications and demonstrated achievement in their field. All have significant Big Law experience. 

Far More Than Just Digital Learning

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Ongoing Support 

On-demand support available throughout the program, 1:1 check-in calls, live orientation--we are with your team the whole way.

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12 Months of Access

12 months of access to all course materials, including videos, quizzes, assignments, replays of the live sessions, templates, checklists, and forms.

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Certificate

Official certificate of completion that can be downloaded and featured on your resume and on LinkedIn.

Real Attorneys, Real Success

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We developed some relationships which will keep us coming back. I'm excited to partner with AltaClaro as they expand their capabilities and frankly, the need for training will not diminish. 

Joshua Hollingsworth

Partner, Chair of the Private Equity Team

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After these courses, you could come into a firm on day one, start diving into the documents, and provide meaningful input to the deal team. While [other courses] focus on the theoretical or updates in the law, this focuses on the practical and gives you a toolkit to jump-start or refresh your practice.

Anu Jaya Naidu

Associate, Sidley Austin

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AltaClaro provides our corporate associates with an innovative and effective training model that facilitates the transition to a law firm environment by preparing them for complex transactions in any industry. 

Brian Boonstra

Partner & Chair of the Finance & Acquisitions Department

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AltaClaro's courses hit the right mark between being challenging and yet manageable for someone who is working while taking the program.

Gabriel Gutierrez

Associate, GHP Abogados (Costa Rica)

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There is definitely a big need for this...Senior partners at firms are not spending enough time [on training] and most professional education out there is superficial. 

Wai Zee

General Counsel, WeWork (Asia)

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I developed practical legal skills that went far beyond the legal training provided in law school. I particularly enjoyed the opportunity to work on corporate transaction assignments that were similar to what a law firm would experience. 

Morgan Kearse

Corporate Counsel, Affinity Solutions

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I think this is a gamechanger for training. Associates can benefit from the guidance of real practitioners and learn in a low stakes environment.

Anjie Vichayanonda

Associate, Haynes & Boone LLP

Frequently Asked Questions:

What is included in the program?

Each program includes the following materials and services:

  1. Rich learning content from expert instructors who have practiced corporate and M&A law at top firms.
  2. Short, dynamic videos that you can watch any time, anywhere, on any device.
  3. Interactive quiz questions that engage and reinforce your learning.
  4. Mock transactions (based on real-world scenarios) that allow you to apply and practice your new knowledge.
  5. Live interactive group review sessions with experienced practitioners to review mock transactions.
  6. Detailed course outlines that allow you to review key concepts and keep them at your fingertips.
  7. Practice tips based on instructors' actual experience on real-world deals.
  8. Document templates and samples that provide best practices and a head start on drafting.
  9. Checklists, guides, and other supplemental learning resources to help build your personal reference library.
  10. A group orientation session that provides you a roadmap and the opportunity to meet your fellow students.
  11. On-demand support that is available throughout the program--if you have a question, we'll get you the answer.
  12. Official certificate of completion that can be downloaded and featured on your resume and on LinkedIn (available once you have completed all course requirements).
  13. 12 months of access to your course materials and AltaClaro’s library of expert insights and career-development materials.
  14. Lifetime access to AC Connect, AltaClaro's community of students, instructors, and professionals--with exclusive content like webinars, AMAs, and other resources.
  15. Promotional discounts on educational and productivity tools from AltaClaro and its network of partners to help you work efficiently.
Will I receive a certificate of completion?
You will be eligible for a certificate of completion so long as you complete all of the units and assignments and attend all of the review sessions. The certificate will be shareable online with a description of the topics covered in the program.
Are there any pre-requisites for the program?

Basic knowledge of and familiarity with business law concepts, including contracts and corporate entities is very helpful in order to get the most out of the program. A JD graduate will typically have this knowledge; in some cases a paralegal, finance professional, or executive may also have this level of knowledge based on their professional and business experience. If you're not sure whether you have the right experience, we'll be happy to discuss it with you further when you apply.