Law Firm Training | AltaClaro

Corporate Transactions
M&A Transactions
Capital Markets

Essentials of Contract Drafting and Negotiating

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.

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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.

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.

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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.

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.

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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:

Simulation Exercise:

Drafting and Negotiating Non-Disclosure Agreements (NDAs)

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.

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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.

Drafting and Negotiating Letters of Intent (LOIs)

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.

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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.

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.

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.

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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.

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.

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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.

Drafting and 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

**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.

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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.

Drafting and Negotiating Mergers

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

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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.

Overview of Capital Markets

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 practice 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.

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.

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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.

Regulation D

This course introduces participants to some of the key concepts and nuances of a private offering under Regulation D. It focuses on the three main rules of Regulation D under Securities Act (“Reg D Rules”): Rules 504, 506(b) and 506(c). This course explores the basic requirements and limitations of each Rule, how they are applied to different scenarios, how to analyze which Rule to rely on for a particular offering, how certain facts and uncertainties may affect the choice of Rule, and recent changes to certain Regulation D provisions.

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.

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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.

Introduction to IPOs (Initial Public Offerings)

This course is designed to introduce students to the process of an initial public offering (IPO). The course starts by providing students with an overview of the IPO process, including explanations of key terminology, key securities regulations relevant to the process, and a description of the key parties involved. It then focuses on the typical actions and documentation required during the various stages of the IPO process, as well as the role of each of the parties individually and collectively. It also discusses the legal liabilities the various parties must be aware of in connection with the IPO process. The course concludes by addressing what happens once a registration statement is “effective” and discussing several alternatives to an IPO. The course uses numerous recent IPO examples to illustrate various points.

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.

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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.

IPO Due Diligence

This course is designed to introduce students to due diligence in the context of initial public offerings (IPO) or other securities offerings. The course starts by looking at the professional consequences of getting due diligence wrong. It then describes what due diligence is in the IPO context and why it is done. It then focuses on the potential sources of legal liability and explains who benefits from the due diligence defense. The course concludes by describing how to conduct a basic due diligence review and the supplemental documents underwriters use to support the due diligence review. The course references various case law on IPO due diligence to illustrate various points.

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.

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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)

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.

Commercial Lending Transactions
Technology Transactions
Real Estate

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.

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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

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.

Managing the Closing Process in Commercial 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, managing closings in commercial lending transactions.

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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.

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, drafting and negotiating credit agreements for 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.

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, drafting and negotiating security agreements for commercial lending transactions.

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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.

Documenting and Perfecting Security Interests in Collateral

This course will introduce students to the steps involved in documenting and perfecting a security interest in collateral that a borrower provides for a commercial loan. It begins with an overview of how a lender creates, attaches, and perfects a security interest in collateral. It then provides an in-depth explanation of how to accomplish these steps with different types of collateral, including tangible personal property, general intangibles, real property, and fixtures. It also explains how a lender may achieve priority over competing creditors that have a security interest in the same collateral. Finally, it covers how a lender may continue a previously perfected security interest (avoiding lapse) or release it. The course is designed to provide junior associates with a broad understanding of how to document and perfect security interests in the various types of collateral they may encounter in commercial loan transactions.

Level: Basic-Foundational

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

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What you'll learn:

Explain the UCC rules and other state laws that govern securing and perfecting collateral by type
Understand how to create, attach, and perfect a lender’s security interest for each type of collateral
Draft and manage key documents required for securing a loan with each type of collateral
Review and complete various forms of creation and perfection documents

Simulation Exercise:

Students are presented with a lender that plans to make a working capital loan to a borrower that manufactures silicon chips. The borrower is a wholly-owned subsidiary of a parent corporation. Students are asked to (i) draft a pledge agreement reflecting the parent corporation’s pledge of its 100% ownership interest in the subsidiary as part of the collateral for the loan and (ii) draft a UCC-1 financing statement that the lender will file to perfect its security interest in the borrower’s silicon chip inventory.

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.

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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

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.

Drafting and Negotiating SaaS Agreements

This course is designed to introduce students to Software as a Service (SaaS) agreements and their key provisions. Using sample language, participants will learn how to draft and negotiate key SaaS agreement terms from the perspective of both the SaaS provider and the SaaS subscriber. The course will begin by explaining when SaaS agreements are used and will identify how SaaS agreements differ in business-to-business (B2B) and business-to-consumer (B2C) contexts. It will then highlight in more detail the key provisions one can expect to find in every SaaS, offering practical drafting and negotiating tips, as well as sample language along the way. Participants will then learn about service level agreements (SLAs), which accompany most major SaaS agreements, including technical performance metrics to consider, along with the consequences of failure. Finally, the course will briefly introduce the impact of the current global privacy and data security regulatory landscape on SaaS agreements.

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 SaaS agreements.

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What you'll learn:

Articulate the purpose and function of SaaS agreements and the most common scenarios in which SaaS agreements are used.
Draft key SaaS agreement provisions with the client’s business considerations in mind, whether the client is on the subscriber side or the provider side.
Identify potential data security and privacy considerations while drafting SaaS agreements.
Discuss key performance metrics in SLAs for SaaS agreements.

Simulation Exercise:

Participants will be asked to review and propose revisions to a SaaS agreement based on a set of facts relating to a hypothetical client’s goals and concerns. Participants will be asked to focus on six 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.

Blue virtual technology background with lines and grids

Drafting and Negotiating Software Development Agreements

This course is designed to introduce participants to software development agreements and some of their key provisions.

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 and negotiating software development agreements.

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What you'll learn:

Articulate the purpose, key concepts, legal principles, and practical aspects of software development agreements from both the developer’s and client’s perspectives.
Distinguish the various intellectual-property-rights aspects of software development agreements.
Identify the major commercial risks each party faces during the development process, and how to mitigate those risks in the agreement.
Explain the legal exposure of each party under key provisions of the agreement.

Simulation Exercise:

Participants will be presented with a form software development agreement and asked to revise the agreement in accordance with a client’s concerns. In performing the exercise, participants will need to take into consideration the overall context of the proposed transaction from the perspective of the client, an online retailer seeking to commission an app with the help of a developer. Participants will also need to consider the relative bargaining power of the parties, the underlying business issues, which risks are more likely to occur and which are rare but worth anticipating.

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Privacy and Data Security Considerations in Technology Transactions

This course is designed to introduce students to key privacy and data security considerations they are likely to encounter in their technology transactions practice. The course begins by defining privacy and data security key terms and policy objectives, as well as the types of personal data processed in connection with technology agreements. The course then summarizes key U.S. and international privacy and data security laws. Next, the course identifies how attorneys can ensure data protection agreements (DPAs) comply with relevant privacy and data security laws.

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 privacy and data security considerations in technology transactions.

View Course Details

What you'll learn:

Identify key privacy and data security considerations relevant to technology transactions;
Articulate the legal principles underlying privacy and data security laws, including individuals’ rights to privacy and entities’ obligations to protect personal data;
Develop awareness of rapidly evolving federal, state, and international privacy and data security laws governing technology transactions, and the types of personal data processing activities they regulate, including collection, use, and disclosure;
Summarize practical aspects involved in complying with privacy and data security laws relevant to technology transactions, and possible consequences for failing to comply; and
Review, analyze, and make recommendations regarding common privacy and data security provisions in technology agreements.

Simulation Exercise:

Participants will be asked to review and propose revisions to a DPA from 2018 (i.e. that preceded the implementation of the GDPR and the CCPA) to ensure it adequately protects the client in compliance with recent privacy and data security regulations. Students will be asked to identify and explain: (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.

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Drafting and Negotiating IP Licensing Agreements

This course is designed to introduce participants to the legal and business considerations involved in creating licensing agreements for various intellectual property rights, including trademarks, copyright, trade secrets, and patents. The course will cover topics such as exclusive and non-exclusive licenses, limitations on and transfer of rights, and infringement.

Level: Basic -Foundational

View Course Details

What you'll learn:

Articulate the legal principles and practical considerations involved in licensing trademarks, patents, copyrights, and trade secrets from the perspective of the licensor and licensee;
Review and draft key terms in a licensing agreement that protect the interests of both the licensor and the licensee;
Advise clients on the practical implications of standard license provisions on ownership, transfer, and use of the licensed intellectual property; and
Identify applicable laws, regulations, and filing requirements for licensing intellectual property.

Simulation Exercise:

Participants will be asked to review and propose revisions to a trademark licensing agreement based on a set of facts relating to a hypothetical client’s goals and concerns. They will be asked to focus on a set of 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.

residential-building-blueprint-plans-and-house-mod-2021-08-29-12-56-31-utc

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.

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.

Due Diligence in Real Estate Transactions

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, conducting real estate Due Diligence 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.

Due Diligence in Real Estate Transactions: Title Review

This course is designed to introduce students to due diligence in the context of real estate transactions. It 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 necessary. Finally, it focuses on 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-Intermediate

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

View Course Details

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

Articulate the importance of conducting title review in real estate transactions.
Identify the ways in which the scope of title review varies depending on the interests of the parties.
Analyze a title commitment and the underlying record documents.
Identify title concerns and formulate appropriate solutions.
Prepare a title 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 title commitment and the title issue memorandum summarizing the analysis of the title commitment, and (2) draft a letter to the seller and the title company listing any title objections.

Drafting and Negotiating Real Estate Purchase and Sale Agreements

This course introduces students to the commercial real estate purchase and sale agreement. It begins by introducing students to different types of commercial property and the various parties involved in a purchase and sale transaction. The course then describes the various provisions commonly included in and the terminology typically used in purchase and sale agreements. The course also details how the type of property being purchased will affect the drafting of the purchase and sale agreement and the types of documents and/or exhibits that will be needed as part of the purchase and sale transaction.

Level: Basic-Foundational

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

View Course Details

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

Identify the types of commercial property that may be the subject of a real estate purchase and sale agreement
Differentiate between the various parties involved in a purchase and sale transaction and their respective concerns
Describe the various provisions that should be included and the terminology typically used in purchase and sale agreements
Detail how the type of property being purchased will affect the drafting of the purchase and sale agreement and the types of documents and/or exhibits that will be needed as part of the purchase and sale transaction
Prepare the initial draft of a purchase and sale agreement and identify issues that should be addressed in the agreement

Simulation Exercise: Participants are presented with the following scenario: Your firm represents ABC Builders, a national home builder that sells homes to consumers. ABC Builders is purchasing 50 finished lots within the Green Acres subdivision from a regional developer. Your client intends to build a single-family home on each of the 50 lots. In total, the subdivision will contain 450 homes. The other 400 homes will be built by two other home builders who have also purchased lots from the developer. The developer is responsible for the construction and completion of: the roads within the subdivision, utility lines, water/sewer pipe connections to the finished lots, and all recreational amenities within the subdivision. The developer will also create a homeowners association for the subdivision. The partner who heads the real estate practice group in your firm has given you a letter of intent, which contains some of the key terms the developer and your client have agreed upon, along with a purchase and sale agreement that was used previously in a similar purchase and sale transaction. Participants are asked to prepare an initial draft of the purchase and sale agreement using the letter of intent.

Drafting and Negotiating Real Estate Leases

This course introduces students to the process of drafting and negotiating real estate leases. It begins by providing an overview of the commercial lease process, including differences between different types of commercial leases and the junior associate’s role in a commercial lease transaction. The course then explores preliminary concepts, such as common terms, associated tasks that occur before and after drafting, and the form of lease required in the transaction. Lastly, the course explores the key provisions of a lease agreement, beginning with a broad view of the structure of a typical commercial lease, and the provisions contained in the lease summary, lease body, and the exhibits and addenda included in a commercial lease.

Level: Basic-Foundational

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

View Course Details

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

Explain the commercial lease process.
Identify common types of commercial leases.
Review a legal document request form and incorporate the provisions into a form lease amendment.
Understand the junior associate’s role in the lease drafting and negotiation process.
Differentiate between and explain the purpose of various ancillary documents relating to commercial leases.

Simulation Exercise: Your client, ABC Properties, owns a shopping center commonly referred to as “ABC Shopping Center.” ABC Properties’ tenant, The Best Coffee Shop, Inc., a California corporation, has a lease that is nearing the end of its lease term and the parties have negotiated a lease extension, along with some additional revisions to the Lease. The tenant has completed the Legal Document Request Form which outlines the basic deal points of the proposed Amendment. The student will review the Lease and the Legal Document Request Form and prepare a draft of a Lease Amendment that incorporates all the requested provisions.

Class 1

Overview of Capital Markets

Class 2

Regulation D Offerings

Class 3

Initial Public Offerings

Class 4

Due Diligence in Securities Offerings

Julie Ryan

Head of Experiential Learning at AltaClaro, Adjunct Professor, Georgetown Law (xAkin Gump, xClifford Chance)

Marilyn Sonnie

(Retired) Partner, Jones Day

Stephen Kaplitt

Partner, Kaplitt Legal Consulting (xWeil Gotshal, xCalwander)

Phillip Colbran

(Retired) Partner, Chadbourne

Doug Young

Partner, Rimon, P.C. (xBaker McKenzie, xWhite & Case)

John Babcock

Partner, Waldrep Wall

Mick Galvin

(xSidley, xAllen & Overy)

Matt McGinnis

(Retired) SVP Legal, Disney

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

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

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

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)

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)

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

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

What is included in the program?

Each program includes the following materials and services:

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

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.

LAW FIRM TRAINING PROGRAMS

Add rocket fuel to your associate training program with a unique experiential framework that leverages the latest technology and education science.

Increase Associate Performance and Productivity

With AltaClaro you can:

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

Essentials of Contract Drafting and Negotiating

Level: Basic-Foundational

Forming Corporations and Other Entities

Level: Basic-Foundational

Transactional Due Diligence and Disclosure Schedules

Level: Basic-Intermediate

Drafting and Negotiating Non-Disclosure Agreements (NDAs)

Level: Basic-Foundational

Drafting and Negotiating Letters of Intent (LOIs)

Level: Basic-Intermediate

Overview of M&A Transactions

Level: Basic-Foundational

M&A Deal Process

Drafting and Negotiating Asset Purchase Agreements

Level: Basic-Intermediate

Drafting and Negotiating Stock Purchase Agreements

Level: Basic-Intermediate

Drafting and Negotiating Mergers

Level: Basic-Intermediate

Overview of Capital Markets

Level: Basic-Foundational

Regulation D

Level: Basic-Intermediate

Introduction to IPOs (Initial Public Offerings)

Level: Basic-Intermediate

IPO Due Diligence

Level: Basic

Overview of Commercial Loan Transactions

Level: Basic-Foundational

Managing the Closing Process in Commercial Loan Transactions

Level: Basic-Foundational

Drafting and Negotiating Credit Agreements for Lending Transactions

Level: Basic-Foundational

Drafting and Negotiating Security and Other Collateral Agreements

Level: Basic-Foundational

Documenting and Perfecting Security Interests in Collateral

Level: Basic-Foundational

Overview of Technology Transactions

Drafting and Negotiating SaaS Agreements

Drafting and Negotiating Software Development Agreements

Privacy and Data Security Considerations in Technology Transactions

Drafting and Negotiating IP Licensing Agreements

Overview of Real Estate Transactions

Level: Basic-Foundational

Real Estate Transaction Process

Level: Basic-Foundational

Due Diligence in Real Estate Transactions

Level: Basic-Foundational

Due Diligence in Real Estate Transactions: Title Review

Level: Basic-Intermediate

Drafting and Negotiating Real Estate Purchase and Sale Agreements

Level: Basic-Foundational

Drafting and Negotiating Real Estate Leases

Level: Basic-Foundational

How it Works

1. Dynamic Video Modules

2. Mock Transactions

3. Live Review Sessions

Design Your Associate Training Roadmap

Overview of Capital Markets

Regulation D Offerings

Initial Public Offerings

Due Diligence in Securities Offerings

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

Who is this Program for?

Instructors Who Practice What They Teach

Julie Ryan

Marilyn Sonnie

Stephen Kaplitt

Phillip Colbran

Doug Young

John Babcock

Mick Galvin

Matt McGinnis

Real Attorneys, Real Success