This series expands the transactional lawyer’s knowledge of specific, practical, contract and other drafting concepts. These programs are taught by some of the most experienced practitioners in Maryland and offer 6.5 hours of CLE credit. The cost to members is $199 for the series (the cost of which would be $325 if the programs were purchased separately), and $299 for non-members. Pricing will appear when you add to cart.

Negotiating and Drafting Indemnification Provisions

• Meaning of indemnification.
• Distinguishing indemnification and contribution
• Indemnification rights under common law.
• types of agreements and situations where indemnification is relevant
• Indemnification from the indemnitor's perspective—scope of the obligation; parties covered, etc.
• Indemnification from the indemnitee's perspective—scope of the obligation; parties covered
• Handling indemnification of third party claims' notice, who controls, who has the right to settle
• How long does indemnification obligation last—survival of reps and warranties, etc.
• Should indemnification be the sole remedy
• Materiality strips, etc.
• Insurance and other means of protecting the parties and covering the obligations

Marshall Paul and Swata Gandhi, Saul Ewing Arnstein & Lehr, LLP, Jason E. Balog Miles & Stockbridge

Drafting Opinion Letters
A general program on opinion writing including governance and issues which must be considered by business lawyers who do not regularly write opinions, including:

• What is a legal opinion and when is it given?
• The difference between a legal opinion and an audit letter response
• Initial considerations:  (a) Opinion giver's role (b) Entity type (c) Jurisdiction
• Opinion Structure:  (a) Documents reviewed (b) Assumptions (c) Qualifications (d) Limitations (e) Opinions (f) Reliance
• Typical opinions given and associated diligence (a) Existence and good standing (b) Power (c) Due authorization (d) Execution and delivery (e) Enforceability (f) No conflicts (g) No violations (h) No consents or approvals (i) UCC matters—Creation / attachment / perfection

Anne-Therese Bechamps and Hirsh M. Ament, Venable, LLP, Edward J. Levin, Gordon Feinblatt LLC

Letters of Intent
A review of key aspects of negotiating and drafting letters of intent and how they can impact the transaction.

William Goldberg, Lerch, Early & Brewer

Negotiating and Drafting Net Working Capital Adjustments and Earnout Provisions