VIRTUAL Contracts and Commercial Law CLE Institute

Session I - 9:30 a.m. to 10:30 a.m. - Antitrust Guardrails Under the Biden Administration For Contracts and Commercial Dealings

This panel will explore the antitrust issues raised when negotiating and drafting commercial contracts and agreements concerning competitors, including pre-merger agreements exchanging confidential information, exclusive dealing arrangements, employee contracts that include no-poach and non-compete provisions, supply contracts with most favored nations and resale price maintenance provisions, joint purchasing contracts and exchange agreements with competitors and refusal to deal agreements. The presentation will also focus on best practices to minimize the antitrust risks often inherent in such commercial contracts and agreements and the increased risk of government investigations and related civil lawsuits under the newly constituted Federal Trade Commission and the Biden Administration Department of Justice, Antitrust Division.

Session II - 11:00 a.m. to 12:00 p.m. - Disclosing the Secrets of Non-Disclosure Agreements: Tips on Drafting and Enforcing an NDA

Protecting confidential information and internal business documents is critical in the information age.  One critical tool in a company’s information-protection arsenal is the Non-Disclosure Agreement (NDA).  Many NDAs are boilerplate, handed down from years past.  However, in the quest to secure valuable company know-how, a one-size-fits-all approach may not be adequate.  In this presentation, we’ll review some key elements of strong NDAs and provide practical suggestions for enforceable agreements.

Session III - 12:30 p.m. to 1:30 p.m. - M&A Transactions in a Bankruptcy Context: Perspectives for Buyers and Sellers

Buy/Sell and Assets Purchase Agreements are commonplace in the commercial world of healthy companies with a generally familiar provisions and structure.  Nevertheless, when buying or selling distressed assets in a bankruptcy case, circumstances can be vastly different.  In this session, the panelists will explain those differences.  Specifically, we will tackle the following, in addition to any specific questions the audience would like us to address:  

• How does the sale or purchase of assets in a Chapter 11 case generally differ from a non-bankruptcy context?
• From a transactional perspective, what are the Do’s and Don’ts that attorneys should consider when drafting a bankruptcy APA?  
• What additional provisions and considerations are needed to account for the possibility of a competing bid and higher and better offers?

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https://accinhouse.zoom.us/j/96185828714?pwd=bm9CbVhvVTF1UlpVOFdtTUcvL0JlQT09

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