Audio CD + Course Book

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Audio CD + Course Book

Copyright Date:

December, 2017

Product ID#:

77474CDRA

Audio + Course Book

Credit Information

Continuing education credit
is not available on this program.


  • For additional questions regarding
  • continuing education credits,
  • please contact us at 866-240-1890
  • or credit@nbi-sems.com
From Event: Negotiating Indemnification, Reps, Warranties and More in Business Contracts, held December 2017.

Program Description

Are you strategically negotiating critical provisions to the best of your ability? With boilerplate provisions not being a potential option, the amount of risk, liability and potential error soars to an all-time high. Veteran contract attorneys who negotiate complex provisions daily and know the extreme dangers and problems that indemnification and other clauses bring, will equip you with proven, real-world negotiation skills you can start using right away to ensure your clients are fully protected. Don't miss this unique contract negotiations guide that goes far beyond what any textbook can teach you. Order now!

Course Content

  1. Contract Negotiations Gone Wrong: Top Attorney Mistakes
  2. Negotiating Indemnification Provisions and Agreements
  3. Negotiating Representations and Warranties: Traps for the Unwary
  4. Earnouts, Contributions, Salaries, Distributions, Price and Payments
  5. Competition, Confidentiality and Covenant Conundrums
  6. Ethics for the Business Contract Attorney

Continuing Education Credit

Continuing education credit is not available at this time.
For additional questions regarding continuing education credits please contact us at 866-240-1890 or credit@nbi-sems.com.

Agenda / Content Covered

  1. Contract Negotiations Gone Wrong: Top Attorney Mistakes
    9:00 - 9:45, Albert O. Saulsbury
  2. Negotiating Indemnification Provisions and Agreements
    10:00 - 11:15, Albert O. Saulsbury
    1. Purpose of Indemnification
    2. Types of contracts with Indemnification
    3. Indemnifiable Losses
    4. Thresholds for Indemnification Liability
    5. Limits of Indemnification
    6. Indemnity, Indemnify, Indemnification and "Hold Harmless"
    7. Interplay of Insurance, LOL and Indemnity
    8. Strategically Negotiating Indemnity and LOL
    9. Agreeing to Defend as well as Hold Harmless
    10. Controlling Push-Back: Liability and Risk Allocation
    11. Indemnifying Persons Other Than Yourself
    12. New Ways of Thinking About Indemnity During the Deal
  3. Negotiating Representations and Warranties: Traps for the Unwary
    11:15 - 12:15, Matthew P. Miller
    1. Ensuring Enforceability
    2. Who is Liable? Who Should Take the Risk?
    3. Which Reps/Warranties Cause the Greatest Liability?
    4. Negotiating Position
    5. Limitations and Exceptions
    6. Survival of Reps and Warranties
    7. Case Law Review/Current Court Interpretations
  4. Earnouts, Contributions, Salaries, Distributions, Price and Payments
    1:15 - 2:15, William S. Robbins
    1. Secrets to Structuring and Strategically Negotiating
    2. Review of Real-World Language and Clauses
    3. Articulating Formulas That all Parties Agree to
    4. Adjustment Negotiation and Re-Negotiation Strategies
    5. Push-Back on Price and Payment
    6. Tax Considerations and Allocation Issues
    7. Case Law Review
  5. Competition, Confidentiality and Covenant Conundrums
    2:30 - 3:30, Matthew P. Miller
    1. Negotiation Strategies and Secrets
    2. Language to be Wary of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  6. Ethics for the Business Contract Attorney
    3:30 - 4:30, Lane N. Bennett
    1. Using Boilerplate Provisions
    2. Clients That Don't Read the Document(s)
    3. Multi-Party Negotiations
    4. Role of Lawyers in Negotiations
    5. Amendments and Waivers

LANE N. BENNETT is an attorney at Bennett Law Firm, L.L.C. in Baton Rouge, where he focuses his practice on real estate litigation, business sales, successions, trusts, and contract disputes. He also is the managing member of a national title agency covering multiple states and 50,000 real estate transactions completed since he founded it. Mr. Bennett's main areas of practice are residential, business and commercial closings; business future exit planning; and sale structuring. He renders expert witness testimony in both federal and state courts regarding real estate litigation, ownership disputes and contract interpretation. Mr. Bennett lectures at continuing education sessions and seminars for attorneys, banks, insurance, real estate professionals, and the public, along with writing about real estate contract and business issues and topics. He is admitted to practice in the District of Columbia and the state and federal courts of Louisiana. Mr. Bennett earned his undergraduate and graduate degrees from the University of Southern Mississippi and his law degree from the Paul M. Hebert Law Center at Louisiana State University.

MATTHEW P. MILLER is a board certified tax specialist in the tax group in the New Orleans office of Butler Snow LLP. Since 2009, he has practiced in the areas of taxation, mergers and acquisitions, and estate planning. Mr. Miller regularly publishes tax alerts and updates, which are disseminated electronically to those interested. He is admitted to practice in New York and Louisiana. Mr. Miller is a frequent lecturer for National Business Institute and has also lectured for the Society of Louisiana CPAs. He earned his B.A. degree from Loyola University; his M.A. degree from the University of New Orleans; his J.D. degree with a certification in taxation from Loyola University College of Law; and his LL.M. degree in taxation from New York University School of Law. Mr. Miller is a member of the New Orleans Estate Planning Council. He is listed as a Rising Star, 2014 to 2016, by Louisiana Super Lawyers; and as a Top Lawyer in mergers and acquisitions law and tax law by New Orleans Magazine.

WILLIAM S. ROBBINS is a member in the Baton Rouge firm of Stewart Robbins & Brown, LLC. He practices in the areas of business law, bankruptcy, and bankruptcy litigation. Mr. Robbins is licensed to practice before all state and federal courts in Louisiana including the U.S. Fifth Circuit Court of Appeals. He earned his B.A. degree from Louisiana State University and his J.D. degree from Louisiana State University School of Law. Mr. Robbins has been a lecturer on contract drafting and business issues at Louisiana State University Law School. In addition, he is the author of articles and presented at numerous seminars on a variety of bankruptcy and business topics. Mr. Robbins is a member of the Louisiana Law Review, Baton Rouge Bar Association, and the Louisiana State Bar Association.

ALBERT O. SAULSBURY is an attorney in the corporate section of Fishman Haygood Phelps Willis Walmsley & Swansom, where his practice primarily focuses on mergers and acquisitions, private equity, and general corporate matters. He earned his B.A. degree from Washington and Lee University and his J.D. degree, magna cum laude, from Louisiana State University. While at LSU, he served as executive senior editor of the Louisiana Law Review and was a member of the Order of the Coif. Mr. Saulsbury is the author of "The Availability of Takeover Defenses and Deal Protection Devices for Anglo-American Target Companies," 37 Del. J. Corp. L. 115 (2012); "Devil Inside the Deal: An Examination of Louisiana Non-Compete Agreements in Business Acquisitions," 86 Tul. L. Rev. 713 (2012); and "Catch You on the Flip Side: A Comparative Analysis of the Default Rules on Withdrawal from a Louisiana Limited Liability Company," 71 La. L. Rev. 675 (2011). He previously served as a junior member of the Council of the Louisiana State Law Institute and teaches a mergers & acquisitions skills class at Loyola University College of Law.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890

Email: credit@nbi-sems.com

Additional Format Options

Questions


How To Order

Web: Order Now
Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702