Business Law: 5.5 General Hours

Courses Included

• Business Law: Indemnification in Mergers & Acquisitions Part 1
  
  

  An attorney can help the client understand and thereby make informed business and legal decisions by structuring the form of the transaction or leading the negotiation of the representations and warranties and indemnification provisions or both. This session will examine indemnification clauses and their relationship to successor liability and representations and warranties. Topics discussed by the panel include: What limitations on damages are commonly negotiated (i.e., whether to include or exclude consequential, punitive, or other non-direct damages; mitigation baskets/thresholds; and caps on exposure).

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.25

  Speakers/Producers

  

  • Lee Harkavy, WYATT TARRANT & COMBS, Memphis
    Lee Harkavy is a member of the Firm's Corporate & Securities Service Team.  He concentrates his practice in general corporate, mergers and acquisitions, capital markets and real estate...
  • Howard Herndon, Womble Bond Dickinson, Nashville
    Howard Herndon is a member of Frost Brown Todd LLC and leads the firm's payments industry team. He has significant experience as an adviser to emerging businesses, private equity firms and...
  • James Roberts, Baker, Donelson, Bearman, Caldwell & Berkowitz, Nashville
    Mr. Roberts practices in the area of general corporate law and focuses his practice on corporate governance, mergers and acquisitions and public and private equity and debt offerings, including public...
• Business Law: Indemnification in Mergers & Acquisitions Part 2
  
  

  An attorney can help the client understand and thereby make informed business and legal decisions by structuring the form of the transaction or leading the negotiation of the representations and warranties and indemnification provisions or both. This session will examine indemnification clauses and their relationship to successor liability and representations and warranties. Topics discuss by the panel include: What are the effects of sandbagging/anti-sandbagging provisions, escrow provisions, and damages offsets from other moneys due (e.g., insurance or tax savings), and is indemnity the sole or exclusive remedy.

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.25

  Speakers/Producers

  

  • Lee Harkavy, WYATT TARRANT & COMBS, Memphis
    Lee Harkavy is a member of the Firm's Corporate & Securities Service Team.  He concentrates his practice in general corporate, mergers and acquisitions, capital markets and real estate...
  • Howard Herndon, Womble Bond Dickinson, Nashville
    Howard Herndon is a member of Frost Brown Todd LLC and leads the firm's payments industry team. He has significant experience as an adviser to emerging businesses, private equity firms and...
  • James Roberts, Baker, Donelson, Bearman, Caldwell & Berkowitz, Nashville
    Mr. Roberts practices in the area of general corporate law and focuses his practice on corporate governance, mergers and acquisitions and public and private equity and debt offerings, including public...
• Business Law: Methods for Resolution of Indemnification Disputes
  
  

  In this session you will learn about methods for resolution of Indemnification disputes. The panel will discuss:

  • What issues should the parties address in a dispute resolution provision (i.e., the pros and cons of including a mandatory arbitration clause, a jury trial waiver, or a fee-shifting provision)
  • Which state’s law and which forum should govern
  • Tips and tactics for resolving indemnification disputes early and efficiently
  • Best practices for avoiding disputes over representations and warranties in the first place

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Joseph Crace, Bass Berry & Sims - Nashville, Nashville
    Joe Crace counsels companies and individuals facing liability under federal and state securities laws, and represents companies involved in disputes with shareholders and other investors. He has...
  • Britt Latham, Bass Berry & Sims - Nashville, Nashville
    Britt Latham is a Member of Bass, Berry & Sims PLC and serves as co-chair of the firm's Securities & Shareholder Litigation practice group. Britt represents public companies, their directors...
• Business Law: Scope of Indemnification Agreement
  
  

  In this session you will learn about the scope of the Indemnification Agreement. The panel will discuss:

  • What types of clauses are common to indemnification provisions (using M&A agreements as an example)
  • What is the extent of indemnity for specific matters (e.g., breaches of representations, warranties, or covenants; certain specified liabilities; DO indemnification, cross-owner indemnification; negligence; etc.)
  • What is the procedure for making and defending indemnification claims

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Alexander Davie, Riggs Davie PLC, Brentwood
    Alexander Davie's legal practice encompasses a wide variety of corporate and securities matters. He has worked extensively with technology companies, including startups, and emerging growth companies,...
  • Robert Laird Jr., Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville
    Rob represents private and public business clients and investors in corporate transactions, corporate governance, issuances of securities, mergers and acquisitions, information technology and venture...
  • Ward Nelson, Miller & Martin PLLC, Chattanooga
    Ward Nelson concentrates in the areas of corporate, healthcare and transportation law, primarily for merger and acquisition transactions and contract negotiations. His background as a Certified Public...
• Business Law: Overview of Indemnification
  
  

  In this session Matt Lyon will give an overview of Indemnification. Some of the issues he will discuss include:

  • What is indemnification
  • Why and when do you need specific indemnification protections
  • What are the benefits of indemnification
  • Who are the appropriate parties to it
  • What are the different types of indemnification provisions
  • What issues are commonly negotiated in indemnification provisions

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Matthew Lyon, Lincoln Memorial University Duncan School of Law, Knoxville
    Matt Lyon is the Law School Dean at the Lincoln Memorial University Duncan School of Law in Knoxville. He teaches Contracts, Business Associations, Civil Procedure, and Payment Systems. Prior to...