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Letters of Intent in Transactions - Framing a Deal & Avoiding Liability (Teleseminar)
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Letters of Intent in Transactions - Framing a Deal & Avoiding Liability (Teleseminar)

1 CLE hour

When: 05/12/2015
1:00 PM to 2:00 PM
Contact: (404) 521-0781

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An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

Letters of Intent in Transactions - Framing a Deal & Avoiding Liability - 1 CLE hour

Letters of intent are the scaffolding of a transaction, establishing the fundamental framework of a deal which will be filled in with detail as negotiations proceed and definitive agreements drafted.  The parties to a transaction may have agreed to the major business terms and want to confirm their fundamental understandings before engaging in the far more time-consuming and costlier process negotiating and drafting the final documents of the transaction. But traps abound because of the legal principles governing whether letters (or some of their provisions) are binding or non-binding, the relationship of letters to diligence, and the variable expectations of the parties. When those expectations are disappointed, imperfectly drafted letters of intent can easily give rise to dispute, litigation, and liability.  This program will provide you a real-world guide to the legal principles governing letters of intent and a drafter’s guide to their major provisions.  

Drafting effective letters of intent to facilitate transactions and avoid liability 
Methods and practices of using letters of intent – purposes, timing, relationship to diligence, exclusivity
Legal principles governing letters of intent – which provisions are binding, which are not? 
Drafting fundamental reps and warranties – and understanding the limitations and traps of each
Understanding the differences between drafting business terms v. process terms
Indemnity, hold back and limitation of liability provisions 
Employment terms, including non-solicitation and non-compete terms
Termination of a letter and survival of certain provisions 


Christopher Kiyan
is an attorney with Cooley, LLP, where his practice focuses on the representation of high growth companies, ranging from the idea-stage startup to the established later-stage business, and the venture capital and private equity investors that invest in high growth companies.  He regularly represents his clients  in a wide range of equity and debt financings and mergers and acquisitions across a broad spectrum of technology industries.  Mr. Kiyan received his B.S., cum laude, from the University of California, Los Angeles and his J.D. from Boston University School of Law.

Matthew Hyde is an attorney with Cooley, LLP, where he specializes in representing emerging growth companies and venture or private equity investors in various transactions including private and public financings, mergers and acquisitions and cross-border transactions across a variety of industries including clean technology, software and internet, consumer products, and communications.  In addition, he serves as outside general counsel to several startup companies and counsels their management teams and boards of directors on general corporate matters and related governance issues. Mr. Hyde received his B.S. from the United States Naval Academy and his J.D. from the University of California, Los Angeles School of Law.

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