MAJOR BUSINESS AGREEMENTS

Get the latest practice tips on negotiating the best deal for your client for any business transaction and state of the art contract drafting from leading lawyers.

They will discuss these and other hot button topics:

• Reviewing the essential elements of a letter of intent
• Key considerations in an asset purchase vs. stock purchase vs. merger agreement
• Essential clauses in sample private equity agreements and VC investment agreements
• Managing special risks in international transactions
• Best practices in restructuring default obligations under principal business and credit agreements
• Drafting bulletproof employment agreements
• Shareholder agreements: term sheets and issue lists

PROGRAM CHAIR

David A. Bronner
Partner, Corporate, Securities & Finance
Ungaretti & Harris LLP

Keynote Address

The Role of Outside Legal Counsel: a General Counsel’s Perspective

Charles Wunsch
General Counsel and Corporate Secretary, Sprint

MARKETING PARTNER

• Corporate/General Counsel
• Corporate/Commercial Lawyers
• Corporate Executives
• Corporate Secretaries

• Contract Managers/Specialists
• Commercial and Investment Bankers
• Business Consultants and Brokers
• Private Equity Investors

Dear Colleague,

I am pleased to be working with Insight for the ninth consecutive year to present the 9^th Annual Negotiating and Drafting MAJOR BUSINESS AGREEMENTS in Chicago on November 18-19, 2009.

Business deals and profitable commercial relationships work best when the terms of the major business agreements which govern them are carefully negotiated and documented. Today’s business climate requires you to manage the process as well as the paper in any business undertaking. Outside counsel must ensure the agreements meet the client’s objectives. In-house counsel must manage the contract transacting and continually ensure management that the agreements meet the organization’s current and future needs. In this struggling economy, protecting your client from counter-party credit and financial risk will be expected of you when providing an opinion letter on the validity and enforceability of a contract.

We have assembled a group of leading practitioners who will provide detailed, need-to-know information, tips, and advice to ensure your success. Whether addressing corporate finance or employment matters, delegates come away with a deeper understanding and awareness of what to consider before, during and after the deals are made. MAJOR BUSINESS AGREEMENTS is an excellent opportunity for you to network with colleagues and share resources and information. Conference materials include detailed papers and presentations from seasoned presenters and are considered very useful takeaways for future reference.

We look forward to seeing you in November!

David A. Bronner
Partner, Corporate, Securities & Finance
Ungaretti & Harris LLP

THURSDAY | NOVEMBER 19, 2009

8:15 | 8:55

Registration and Continental Breakfast

8:55 | 9:00

Welcoming Remarks from Insight

9:00 | 9:15

Welcoming Remarks from the Chair

David A. Bronner
Partner, Corporate, Securities & Finance
Ungaretti & Harris LLP

9:15 | 10:15

Confidentiality Agreements and Letters of Intent

Russell I. Shapiro
Partner
Levenfeld Pearlstein, LLC

• Key drafting issues
• Reviewing the essential elements of a sample annotated confidentiality agreement
• Protecting secrecy of discussions
• What to disclose and when
• Two-way disclosures
• Protecting your secrets
• What to do when the deal dies
• Drafting letters of intent to say what you mean
• Reviewing the essential elements of a letter of intent
• Strategies to avoid breakdowns in negotiations
• Advantages and disadvantages of letters of intent
• When and how to use a letter of intent
• When not to use a letter of intent
• How binding should the letter of intent be?
• Drafting tips to ensure that the letter of intent stays non-binding

10:15 | 11:00

Asset, Stock and Merger Agreements

David A. Bronner
Partner
Corporate, Securities & Finance
Ungaretti & Harris LLP

• Structure of a transaction
• Key considerations in an asset purchase vs. stock purchase vs. merger agreement
• Significant considerations in merger agreements
• Tax implications of asset vs. stock purchases vs. merger agreements
• Structure of an agreement
• Representations and warranties: which ones do you need and why?
• Covenants
• Closing conditions
• Termination provisions
• Indemnification
• Review of annotated asset and share purchase agreements

11:00 | 11:15

Networking Coffee Break

11:15 | 12:00

Shareholders’ Agreements

Neal J. White, P.C.
Partner
McDermott Will & Emery LLP

• Term sheets and issue lists
• Capital contributions
• Admission of new members
• The board of directors
• Shareholder votes
• Transfer restrictions
• Tag along and drag along rights
• Shareholder competition and sharing information
• Dispute resolution through mediation and arbitration
• Dissolution provisions and mandatory transfers
• Analysis of annotated sample shareholders’ agreements

12:00 | 12:45

Operating Agreements for Limited Liability Companies

James L. Jerue
Partner
Horwood Marcus & Berk Charrered

• Why is an operating agreement appropriate?
• Overriding state default rules
• Protecting your limited liability status
• Management structures and agency issues
• Fiduciary duties
• Capital contributions and returns of capital
• Other distributions
• Allocation of profit and losses
• Voting and approval rights
• Transfer restrictions
• Mergers and conversions involving LLCs
• Dissolution, winding up and termination

12:45 | 1:45

Networking Luncheon

1:45 | 2:15

The Role of Outside Legal Counsel: a General Counsel’s Perspective

Charles Wunsch
General Counsel and Corporate Secretary
Sprint

2:15 | 3:00

Loan and Credit Agreements

Arthur B. Muir
Partner
McGuire Woods LLP

• Pick your battles
  • hierarchy of issues
  • identify goals early
  • articulate the business case
• Following the money
  • what do you have to do to get it?
  • how long can you keep it?
  • what can you spend it on?
• Pricing traps for the unwary
  • rate triggers
  • the cost of covenant compliance
  • cost reimbursement
  • indemnities
• The push to standardize
  • by trade groups
  • by borrowers
• The role of common sense

3:00 | 3:15

Networking Refreshment Break

3:15 | 4:00

Private Equity and Venture Capital Investment Agreements

Brian Richards
Partner
Katten Muchin Rosenman LLP

• Deal structure
• Due diligence – how much is enough?
• Equity purchase agreements
• Registration rights agreement
• Equity terms
• Warrants – when are they appropriate?
• Management equity
• Downroad financing issues
• Analysis of key clauses in sample private equity agreements and VC investment agreements

4:00 | 4:45

Privacy, Data Security and Outsourcing

Rebecca S. Eisner
Partner
Mayer Brown LLP

• U.S. and EU overview of privacy legal framework and other key global developments
• Is there a corporate duty to protect private information and secure data?
• Getting started on privacy and security compliance
• Considerations in drafting vendor and other supplier agreements
• Does offshore outsourcing up the ante?

4:45

Conference Adjourns

FRIDAY | NOVEMBER 20, 2009

8:15 | 9:00

Continental Breakfast

9:00 | 9:15

Chair’s Opening Remarks

David A. Bronner
Partner, Corporate, Securities & Finance
Ungaretti & Harris LLP

9:15 | 10:00

Joint Ventures – Strategic Alliances

David R. Brown
Associate
Ungaretti & Harris LLP

• Contractual / Corporate / Partnership joint ventures
• Definition of business objectives
• Degree of participation and management of roles of each party
• Contribution of capital and ownership rights to property
• Division of profits and losses
• Dispute resolution
• Termination/liquidation of JVs and buy-out provisions
• Confidentiality provisions
• Indemnification clauses

10:00 | 10:45

Distribution and Supply Agreements: Special Considerations in a Challenging Economic Climate

Jon P. Christiansen
Partner
Foley & Lardner LLP

• Fundamental terms of the distribution arrangement including term, appointment, territory and exclusive dealing
• Electronic commerce problems and solutions
• Creating and measuring performance obligations
• Suppliers’ obligations
• Terms of sale, warranties, confidentiality and trademarks
• Termination, notice and cure
• Dispute resolution
• Other distribution agreements
• Amending the distribution agreement

10:45 | 11:00

Networking Coffee Break

11:00 | 12:00

Pre-Bankruptcy Planning, Credit Protection and Restructuring Agreements

Thomas R. Fawkes
Partner
Freeborn & Peters LLP

Aaron L. Hammer
Partner
Coordinator, Bankruptcy, Corporate Reorganization and Creditors’ Rights Practice Group
Freeborn & Peters LLP

• Drafting appropriate warranty, holdback, termination and indemnification protections to minimize insolvency risks
• Obtaining guarantees and sureties as collateral security for performance of contractual obligations
• Spotting the warning signs of counterparty impending default and inability to perform obligations under existing or future contracts
• Best practices in restructuring default obligations under principal business and credit agreements
• Use of monitors and consultants in a pre-bankruptcy environment

12:00 | 12:45

International Agreements

David A. Laverty
Partner
International Counsel

• What are the special concerns to take into account in negotiations?
• How do you effectively deal with local laws and governmental requirements?
• When are the choice of law and jurisdiction provisions most important?
• What are the key considerations and strategies for establishing joint ventures?
• How do you identify and manage special risks in international transactions?
• Best practices to protect your client in preparing for possible disputes
• International outsourcing agreements and issues
• Avoiding common drafting pitfalls in international agreements
• International agreements: focus on China

12:45 | 1:45

Networking Luncheon

1:45 | 2:30

Employment Agreements in a Recessionary Environment

Linda M. Doyle
Partner
McDermott Will & Emery LLP

• Compensation and stock options
• Restrictive covenants
• Trade secrets, confidential information and non-solicitation provisions
• Blue penciling
• Termination provisions and releases
• Creations, inventions and intellectual property
• Ethical issues and obligations
• No-sue severance agreements
• Non-compete provisions
• Checklist for drafting bulletproof employment agreements

2:30 | 2:45

Networking Refreshment Break

2:45 | 3:30

Sourcing and Procurement Agreements

Brad L. Peterson
Partner
Mayer Brown LLP

• Major sourcing agreements: outsourcing and strategic sourcing
• Purchase orders and agreements
• Supplier promises of supplier and performance
• Pricing
• Assets used by supplier
• Intellectual property ownership
• Change control and governance
• Warranties, indemnities and other risk mitigation
• Limitations of liability
• Termination rights

3:30 | 4:30

Licensing and IP Agreements

Roger H. Stein
Partner
Ungaretti & Harris LLP

Bryan P. Sugar
Counsel
Ungaretti & Harris LLP

• A fresh approach to licensing and IP agreements
• A starting point
• Limitations
• Inventory the situation
• Understand the environment
• Plan for contingencies
• Obtain intelligence and “learnings”
• Get to a goal

4:30

Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge.