Product Details
In every business transaction, one of the ultimate goals is certainty. The parties want certainty about the amount at stake - often the purchase price in a private company acquisition - and certainty about liability or the absence thereof. In an asset acquisition, the buyer wants certainty about the benefit of the underlying bargain - value without incurring any unplanned for liabilities. If those liabilities arise, however, the buyer wants recourse to the seller. This transactional tension gives rise to negotiations over caps - the total amount for which one party may be liable to the other party post-closing - and baskets - the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a real world guide to the uses, types, and drafting traps of using caps in baskets in business transactions.
-Use of indemnification caps and baskets in business transactions
-Types of baskets - tipping baskets v. true deductibles v. hybrids
-Negotiating caps - aggregates limits and specific carve-outs for fraud and other acts
-Drafting relationship between baskets and caps
-Drafting to reduce risk of dispute and enhance collectability of claims
-Use of escrow to ensure payment of indemnification claims
About the Speaker
Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.
Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour.
This seminar is an Intermediate level program.
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2020, please use this course code: 201785ADT
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2021, please use this course code: 213137ADT
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