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California attorneys must complete a minimum of 25 credit hours of approved continuing legal education activities every 3 years including at least 4 hours of Ethics, 1 hour of Civility, 1 hour of Technology, 2 hours of Competence and 2 hours of Elimination of Bias. Additionally, at least one of the hours in Elimination of Bias must be an approved Implicit Bias program.
At least 12.5 of the credit hours must be in a "Participatory" format. The remaining hours can be in a self-study format.
**The State Bar of California is implementing changes to the MCLE course requirements effective October 1, 2023. Beginning with the compliance period ending March 29, 2025, licensees will be required to also complete and report compliance on the following new subfields:
Technology in the Practice of Law (one credit)
Civility in the Legal Profession (one credit)
Competence (Increased from one credit to two)
California attorneys may earn all 25 hours with the United Institute for Continuing Legal Education. Our Online and iOS/Android App platforms are automatically deemed participatory and our MP3/MP4 downloaded courses may also be taken in participatory form as well.
California MCLE rules do not allow carryover. Credit for participating in a CLE activity may not be earned forward from one compliance period to another.
Members are required to comply online under “My State Bar Profile” www.calbar.ca.gov by attesting under penalty of perjury that the member has complied with the education requirement or is exempt and the nature of the exemption. Attorneys who are unable to comply online must contact the State Bar’s Member Services Center 888-800-3400.
State Bar of California
180 Howard Street
San Francisco, CA 94105-1639
(t) 415-538-2100
(f) 415-538-2180 mcle.calbar.ca.gov
Deal Done, Dispute Pending: Working Capital True-Ups, Seller Notes, and Earnouts in M&A Deals
United Institute for Continuing Legal Education is a CLE provider accredited by the California State Bar, Provider #15390.
To view our full accreditation details please .
General Credits
1
$29
LIVE WEBINAR
December 15
Tuesday, December 15, 2026
11:00AM - 12:00PM Eastern Time (EST)
About This Course
The terms governing post-closing payments can have a significant impact on the ultimate value of an M&A transaction and the potential for disputes between buyers and sellers. This CLE program examines three common sources of conflict: working capital adjustments, seller note defaults, and earnout disagreements. Using a hypothetical business acquisition, the program explores the competing positions buyers and sellers may take in each dispute and identifies key negotiation strategies and drafting provisions that can help avoid costly litigation.
Topics include defining working capital calculations and resolving discrepancies, addressing repayment obligations and default protections in seller financing, and establishing measurable earnout conditions, operational requirements, and audit rights. The discussion provides practical guidance for attorneys at all experience levels representing buyers or sellers in M&A transactions.
