TELESEMINAR: Opinion Letters in Transactions Involving LLCs and S Corps – A National Perspective
July 22, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours
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, Robinson, Bradshaw & Hinson, P.A, North Carolina
Peter Tennyson, Paul Hastings, LLP, California