Writing for Transactional Lawyers

Transcription

1 Writing for Transactional Lawyers Practising Law Institute August 6, 2015

2

3 Prepared for Distribution at WRITING FOR TRANSACTIONAL LAWYERS 2015 Program August 6, 2015 CONTENTS: PROGRAM SCHEDULE FACULTY BIOS Introduction...9 L. Kevin Sheridan, Jr. Mayer Brown LLP Panel 1 Setting the Groundwork: Core Principles of Contract Interpretation 2. Life After Closing: The Litigator s Perspective.11 Jeffrey A. Simes Goodwin Procter LLP Panel 2 Preparation and Methodology (Part 1) (i) Audience and Objective Client s Perspective (ii) Methodology (Part 1) Use of Precedent and Fundamentals of Clear Writing 3. Preparation and Methodology (Part 1) L. Kevin Sheridan, Jr. Mayer Brown LLP Panel 3 Methodology (Part 2) 4. Methodology (Part 2)...29 L. Kevin Sheridan, Jr. Mayer Brown LLP Examples

4 2

5 WRITING FOR TRANSACTIONAL LAWYERS 2015 August 6, 2015 Afternoon Session: 2:00-5:00 p.m. 2:00 Foundational Principles Back to law school: A review of the basic principles of contract interpretation Discussion of winning transactional writing: What subject matter is typically in dispute, how to write to win, use of examples Litigators are your friends: Working with your colleagues at the drafting stages to identify potential litigation issues and draft to achieve better outcomes Review of specific contract provisions David Connolly, L. Kevin Sheridan, Jr., Jeffrey A. Simes 3:30 Break 3:45 The Elements of Style Applying the common elements of all good writing to your drafting: Identify the audience and objective; structure and organization; clarity; consistency; plain English best practices Addressing the unique challenges that face transactional lawyers: Making words and numbers work; capturing all foreseeable future events; addressing unforeseeable future events Writing in the age of the tweet: preserving privilege; Check your cc s and bcc s; the pros and cons of drafting via committee; the power of editing and proofreading Review of specific contract provisions Moderator: L. Kevin Sheridan, Jr. Panel: David Connolly, Jeffrey A. Simes, Christina Edling Melendi 5:00 Adjourn 3

6 4

7 Kevin Sheridan has been practicing corporate law for over 25 years. He advises businesses and investors on a broad range of US and cross-border corporate transactional matters. 5

8 David Connolly, a partner in Shearman & Sterling s Mergers & Acquisitions Group in New York, represents multinational corporations and financial institutions in acquisitions and sales of public and private companies and their assets, solicited and unsolicited transactions, takeover defense strategies, joint ventures, and corporate governance matters. Mr. Connolly s clients also include professional sports franchises and their owners. He has been recognized by Legal 500 for his representation of those clients. In addition, Mr. Connolly was named one of the top 40 Under 40 M&A professionals by M&A Advisor in 2011 and a rising star by IFLR in Recent Experience Includes Representation of: Intercontinental Exchange, Inc., including in the sale by its subsidiary NYSE Technologies Inc. of the NYFIX, Wombat and Metabit businesses; in its acquisition of the Singapore Mercantile Exchange; in its acquisition of a minority interest in Cetip, S.A.; its acquisition of The Clearing Corporation; and its development of a global credit default swap clearinghouse Pierpont Securities Holdings, including in its acquisitions of Cortview Capital and Amherst Securities American Safety Insurance Holdings, Inc. in its acquisition by Fairfax Financial Holdings Limited JetBlue Airways in its sale of LiveTV to Thales Avionics John W. Henry in his acquisition of The Boston Globe and the New England Media Group from The New York Times Company Fenway Sports Group, including in its agreement to become the worldwide marketing and sponsorship representative for LeBron James; its acquisition of Liverpool Football Club; and in matters related to its ownership of The Boston Red Sox and New England Sports Network and its coownership of Roush Fenway Racing IceArizona AcquisitionCo., LLC in its acquisition of the Arizona Coyotes hockey club from the National Hockey League and in the subsequent sale of a majority interest to Andrew Barroway Brick City Sports, including as co-principal owner of the New Jersey Devils and the Prudential Center and in connection with the sale of its interests in the New Jersey Devils and the Prudential Center Danone, including in its acquisitions of YoCrunch and YoCream and in a joint venture with Starbucks Corning Incorporated, including in its acquisition of a majority of the Discovery Labware business from Becton, Dickinson and Company and in its acquisition of Axygen Inc. Viacom Inc., including in its and Paramount s joint venture with Metro-Goldwyn-Mayer Studios and Lionsgate to create the Epix premium television channel and video-on-demand service; its acquisition of Xfire, Inc.; its sale of the DreamWorks Studios film library; its split-off of Blockbuster Inc.; and its separation into two separately traded public companies, Viacom Inc. and CBS Corporation Thomson Reuters, including in its sale of the BarBri business to a private equity buyer The Special Committee of the Boards of Directors of Psychiatric Solutions, Inc. in its sale to Universal Health Services, Inc. The Special Committee of the Board of Directors of X-Rite, Inc. in connection with equity investments in X-Rite, Inc. by One Equity Partners, Sagard Capital Partners and Tinicum Capital Partners The Special Committee of the Board of Directors of Bright Horizons Family Solutions in connection with Bright Horizons going-private transaction Education Fordham University School of Law, J.D. College of the Holy Cross, B.A. Bar Admissions/Qualifications New York 1 6

9 CHRISTINA EDLING MELENDI PARTNER New York Phone Fax Park Ave. \\ New York, NY \\ United States Christina Melendi s corporate and securities practice focuses on representing public and private corporations and private equity sponsors and their portfolio companies in mergers and acquisitions, asset purchases, joint ventures, private and public equity and debt financings, securities offerings, and other general corporate matters. Christina also assists companies to raise capital in the public markets, including initial public offerings and secondary offerings. Christina counsels clients on SEC reporting and securities law disclosure, annual meeting and proxy related issues, corporate governance matters, and stock exchange listing requirements. AWAR DS AND AFF ILIA T IONS HandCrafting Justice, Board of Directors (2011 present), Board President (2012 present) M&A Advisor, 40 Under 40 (2013) Super Lawyers, New York Metro Rising Star ( ) ADMISSIO NS California New York EDUCA TION Cornell University, 1997, Bachelor of Arts, Economics University of California, Los Angeles School of Law, 2000, Juris Doctor SERVI CES Corporate, Finance & Investment Management Private Equity 7

10 JEFFREY A. SIMES PARTNER Areas of Practice New York City Jeffrey Simes is Chair Elect of the firm's Litigation Department. His practice consists of complex business litigation, international and domestic arbitrations, securities and corporate governance disputes, government and internal investigations, and partnership and commercial disputes. Mr. Simes has worked on a wide variety of significant civil cases in federal and state courts at the trial and appellate level throughout the country, as well as in various arbitral forums in the U.S. and abroad. Work for Clients Representing a wide range of clients from Global 500 companies to emerging technology companies, Mr. Simes has successfully litigated and arbitrated commercial, post-closing and "busted deal" disputes in numerous jurisdictions, as well as shareholder derivative actions, partnership disputes and other matters involving allegations of fraud and breaches of fiduciary duties. He has successfully represented significant financial institutions as well as issuers in securities lawsuits and class actions. He has also conducted internal investigations for various clients into diverse issues including alleged accounting improprieties, share and option granting issues and compliance issues. Professional Activities With prior experience as a public school teacher in Brooklyn, New York, Mr. Simes has performed significant pro bono work in the area of education Mr. Simes has been awarded the New York State Bar Association Pro Bono Award and the Pro Bono Publico Award of the American Bar Association in recognition of his numerous pro bono efforts.. Professional Experience Prior to joining Goodwin Procter, Mr. Simes was an attorney at Simpson Thacher and Bartlett in New York City, where he was involved with complex litigation including antitrust, patent, insurance and business contracts matters. In , Mr. Simes was on leave from Goodwin Procter to serve as Special Assistant District Attorney in Middlesex County, Massachusetts. In this capacity, he prosecuted numerous crimes in the Cambridge District Court. Bar and Court Admissions Mr. Simes is admitted to practice in New York and Massachusetts. He is also admitted to the U.S. District Courts for the Southern and Eastern District of New York and the District of Massachusetts, the United States Supreme Court, and various U.S. Courts of Appeals 8 1