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Opinion Letters in Transactions Involving LLCs and S Corps - 1 CLE hour
Opinion letters underlie all significant business, commercial and real estate transaction. Though they are an exchange of communications among lawyers, they provide a party assurance about certain legal matters that are very important to the transaction – for example, that the counter-party is validly organized, the transaction will not violate certain existing contracts, or the purpose of the agreement will not violate law. Because the letters are exercises in professional judgment and have substantial implications for everyone involved, they are very carefully negotiated, drafted and the reviewed. This program will provide you with a practical guide to the types and drafting the essential components of opinion letters, the rights and expectations of the parties, and standards of care for drafting them.
• Drafting, reviewing and negotiating opinion letters in transactions
• Understanding the role of the attorney, context of transaction, the negotiating process, and costs of the opinion
• Types of letters – enforceability, entity, no conflicts/no defaults, litigation, and authorization – and special issues for LLCs and S Corps
• Essential provisions of opinion letters – factual assumptions, qualifications, limitations of judgments expressed
• Rights, reliance interests and expectations of the recipient of the letter
• Professional standards for preparing opinion letters
John Miller is a partner in the Charlotte, North Carolina office of Robinson, Bradshaw & Hinson, P.A, where his practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law. He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina. He received his A.B. from Duke University and his J.D., with distinction, from Duke University School of Law.
Peter Tennyson is senior counsel in the Costa Mesa, California office of Paul Hastings, LLP, where his practice focuses on corporate transactional work, including corporate buyouts, mergers and acquisitions and the public and private placement of securities. A major portion of his practice involves the negotiation, structuring and financing of acquisitions and dispositions of privately held companies. He formerly served as vice president and general counsel of Cannon Mills Company and its parent, Pacific Holding Company. He received his B.A. from Purdue University and his J.D. from the University of Virginia School of Law.