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An overview of common payment structures in M&A transactions, including lump sum payments, deferred consideration, earn-outs, milestone payments, and hybrid arrangements. The course explains when each structure makes commercial sense and practical considerations for both buyers and sellers.
An examination of confidentiality agreements and their use in private M&A deals. The course includes a detailed walkthrough of a sample NDA, explaining each provision’s importance and how it impacts the respective parties.
The fundamentals of UK M&A transactions, covering deal structures, transaction processes, core documents, and the commercial factors that shape deal execution. The course focuses on private deals but also gives an overview of public takeovers to highlight key differences.
Learn about the overall M&A deal process, from setting up the deal team to the post-closing.
What is M&A practice? What do deal lawyers do? This course will help you understand this practice area, whether you want to be an M&A lawyer or not.
Understanding deal structures is critical for anyone involved with M&A deals. This course explains the three main deal types: asset acquisitions, stock acquisitions and mergers.
A primer on the due diligence process in M&A deals, including what due diligence is, its impact on a deal and tips for conducting a diligence review.
Acquisition agreements used in M&A deals have a lot in common, but there are also important differences. This course covers the main provisions to help give a general understanding of them all.
A look at term sheets, including reasons why they are and aren’t used in M&A deals and some style and drafting tips.
The key financial concepts in M&A practice, including valuations, the main financial provisions in M&A agreements and general tax and accounting issues.
Valuation is one of the most fundamental concepts in corporate finance. This course describes the different measures of a company’s value, and the various techniques used to value businesses and their assets.
An introduction to reps and warranties and why they’re important in an M&A deal. Covers buyer and seller reps, qualifiers, the connection between reps and disclosure schedules, and how breaches of reps impact other provisions in the purchase agreement.
An overview of disclosure schedules, including their typical contents and what buyers and sellers think about when reviewing and drafting them.
An overview of the main types of PE deals an M&A associate would encounter, including buyouts (with a focus on leveraged buyouts), carveouts, and minority investments. This course also discusses rollover equity, buy-and-build, co-investments, and growth equity.
An explanation of how PE funds work by exploring the roles of the key participants in a limited partnership, including the general partner, limited partners, deal professionals, portfolio companies, and holding companies.
A good closing checklist can help any deal run more efficiently. This course suggests five things to keep in mind when working on a closing checklist as well as some drafting tips.
Knowing how to create a good working group list is important for any junior lawyer. This course shares best practices and drafting tips.
This course explains the closing process from start to finish, covering things such as the closing checklist, typical closing documents and post-closings.
An explanation of assignment and change of control clauses, including why they’re needed, their impact on a deal and how to locate them during a diligence review.
Some basic drafting tips to help ensure better first drafts, covering topics such as defined terms, widow and orphan control, and working with precedents.
An introduction to due diligence request lists, including their typical structure and contents and the roles of buyer’s and seller’s counsel.
A framework for understanding your private equity client’s business in order to help protect their interests. This course discusses what PE clients are concerned with during three stages of an investment—the acquisition phase, the holding period, and the divestment phase. It looks at valuing a target, maximizing returns, operational improvements, and exit strategies.
Sellers in private deals often try to limit their liability with limits and thresholds called caps and baskets. This video describes what they are and how they work.
A look at earn-outs and purchase price adjustments, including why they’re used, common metrics, and how they work in practice.
The key differences between private equity M&A and strategic M&A, including investment goals, sources of funding, deal complexity, management retention, and break-up fees.
An overview of the various components that make up indemnification in a private M&A deal, including caps and baskets, survival periods, escrows, sandbagging provisions, and rep and warranty insurance.
An explanation of the basic differences between simultaneous and delayed closings.
A summary of what’s typically included in an Officer’s Certificate, some drafting tips and a discussion of the issues of materiality qualifiers and dates.
Secretary’s Certificates may be basic, but they are important closing documents. This course covers their contents and how to draft them.
A discussion of the different types of debt financing used in private equity, including senior debt, subordinated debt, and high-yield debt.
Direct mergers are the simplest type of merger structure. Here’s how they work and why they’re used.
Reverse triangular mergers aren’t as complicated as they sound. This video explains what they are and why parties use them.
An introduction to damages scrapes, breach scrapes, and double materiality scrapes. Features interviews with ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.
Management incentives used in private equity mergers and acquisitions, covering both equity and non-equity incentives, and looking at how the various incentives motivate key personnel in portfolio companies after the acquisition. The course discusses incentive units, RSUs, rollover equity, deferred compensation, SARs, phantom units, and change of control bonuses.
An overview of rep & warranty insurance, including how it works and why it has become a key component of many M&A deals. Explains the terminology used in rep & warranty insurance, as well as RWI’s impact on a purchase agreement, negotiations, and due diligence.
An introduction to disclosure schedules updates provisions, including why parties include a right or obligation to update disclosure schedules, the scope of permitted updates, and the updates effect on other rights and obligations of the parties under the acquisition agreement. Features interviews with ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.
An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
A walkthrough of an equity commitment letter, as well as an examination of their role in securing financing commitments and their specific implications in private equity mergers and acquisitions.
An introduction to fraud carve-outs and the issues parties consider when defining fraud, such as who’s liable, whose knowledge matters, what types of fraud claims can be brought, and what statements can form the basis for a fraud claim. Features interviews with ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP.
An explanation of the claims “if true” concept in private M&A deals, including an analysis of the implications to the parties if an acquisition agreement does or does not contain this concept. Features interviews with ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.
An explanation of sandbagging in private M&A deals, including a discussion on pro and anti-sandbagging provisions and how different courts and jurisdictions handle the issue. Features interviews with ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.
A look at how loss is defined in acquisition agreements, including a discussion of buyer and seller perspectives and negotiating positions. Features insights from ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
A discussion of the perspectives and negotiating positions of buyers and sellers regarding materiality scrapes in acquisition agreements. Features ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.
A look at buyer and seller perspectives regarding claims “if true” language in acquisition agreements. Features interviews with ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery LLP.
A look at typical materiality scrape provisions, featuring drafting tips and perspectives from ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.
A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.
A discussion on buyer and seller perspectives regarding the issue of sandbagging. Features ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.
A look at different approaches to drafting a fraud carve-out in an acquisition agreement. Includes drafting tips and perspectives from ABA M&A Committee members Tali Sealman from White & Case LLP and Glenn West from Weil, Gotshal & Manges LLP.
ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman discuss market trends in how loss is defined in private M&A deals, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.
A look at two disclosure schedules updates provisions. Also includes drafting tips and perspectives from ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.
A discussion on protective provisions in public M&A agreements, with a close look at the No-Shop provision and its main exceptions, Window-Shops and Go-Shops. Features interviews with ABA M&A Committee member Jenny Hochenberg from Freshfields Bruckhaus Deringer and Igor Kirman from Wachtell, Lipton, Rosen & Katz.
ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery discuss market trends for the claims “if true” concept in private M&A deals, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.
A look at typical sandbagging provisions, including pro-sandbagging and anti-sandbagging provisions. Also includes drafting tips and perspectives from ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer PC.
ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates discuss market trends for disclosure schedules updates provisions, drawing on data from the ABA M&A Committee's Private Target Deal Points Study.
ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP discuss market trends for fraud carve-outs, drawing on data from the ABA M&A Committee's Private Target Deal Points Study.
ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP discuss market trends for materiality scrapes, drawing on data from the ABA M&A Committee's Private Target M&A Deal Points Study.
ABA M&A Committee members Lisa Hedrick from Hirschler Fleischer PC and Nate Cartmell from Pillsbury LLP discuss market trends for sandbagging provisions, drawing on data from the ABA’s Private Target M&A Deal Points Study. Lisa and Nate talk about why so many deals are silent on sandbagging, the risk of being silent, and where they think the trend is heading.
A look at when a target board can change its recommendation for a superior proposal or an intervening event. Also includes a discussion of matching rights. Features interviews with ABA M&A Committee member Jenny Hochenberg from Freshfields Bruckhaus Deringer and Igor Kirman from Wachtell, Lipton, Rosen & Katz.
Covering termination of a deal for a superior proposal, break-up fees, and a look at what it means to “force the vote.” Features interviews with ABA M&A Committee member Jenny Hochenberg from Freshfields Bruckhaus Deringer and Igor Kirman from Wachtell, Lipton, Rosen & Katz.
The key stages of the deal process for bilateral and auction sale deals, from the initial kick-off through post-completion.
A walkthrough of the principal documentation on a UK private M&A deal, explaining the key provisions in the sale and purchase agreement as well as the parts of a disclosure letter.
An explanation of what W&I insurance is and how it protects parties in UK M&A transactions. The course covers the key features of W&I policies, including what's covered and excluded, policy limits and thresholds, how to secure coverage, and the claims process.
An examination of what disclosure letters are, how they work as a risk allocation tool alongside warranties, and the drafting and negotiating process. The course covers general versus specific disclosures, disclosure standards, and how buyer knowledge affects warranty protection.
An explanation of what’s involved in due diligence processes for private UK M&A transactions, from initial scoping and team coordination through document review and final reporting. The course covers the practical skills lawyers need to organise efficient DD and deliver findings to clients.
A discussion of the main UK M&A deal structures—share sales and asset sales—and how the choice of structure affects third-party consents, corporate approvals, tax treatment, employees, and risk allocation. The course also briefly covers mergers.
An overview of how warranties & indemnities work and as well as various methods of limiting liability, such as caps, de minimis thresholds, and baskets. The course also provides a brief introduction to W&I insurance.
Guidance for identifying problematic and deal-breaking issues that regularly arise in M&A due diligence, including corporate structure problems, change of control provisions in material contracts, and compliance concerns.
An introduction to due diligence request lists and a walkthrough of a sample list. The course teaches the structure and contents of the request list, the drafting process, and how the receiving party responds.
What a completion checklist is, how it’s used, and practice tips for preparing and maintaining one.
Practical insights into M&A legal practice, including what M&A lawyers do day-to-day, who the clients are, and tips for success in M&A practice.
An explanation of the completion process in UK M&A deals, including completion checklists, completion documents, completion day procedures, timing considerations, and post-completion obligations.
The basics of due diligence and closings in M&A deals. Includes an overview of the diligence process, tips for conducting due diligence, the closing process, the differences between simultaneous and delayed closings, and guidance on drafting key closing documents.
Explains the main documents and key provisions in M&A deals, and provides an overview of the M&A deal process from start to finish. This track also explains the structures of M&A deals including asset and stock sales, direct mergers, and forward and reverse triangular mergers.
This program covers the structure of private equity funds, key deal types, how PE firms approach transactions, and the differences between strategic M&A and Private Equity M&A.
This program teaches lawyers about various aspects of two advanced M&A concepts found in acquisition agreements – materiality scrapes and sandbagging. It covers drafting and negotiating tips, buyer and seller perspectives, and market trend information from the ABA M&A Committee’s 2022-23 Private Target Deal Points Study.
An introduction to various aspects of two advanced M&A concepts found in acquisition agreements – disclosure-schedule-updates provisions and the concept of defining “Fraud” in fraud carve-outs. This track covers drafting and negotiating tips, buyer and seller perspectives, and market trends information from the ABA M&A Committee’s 2022-23 Private Target Deal Points Study.
This program teaches lawyers about various aspects of two advanced M&A concepts found in acquisition agreements – Claims ‘If True’ provisions and the concept of indemnifiable losses (with a focus on the definition of “Loss”). It covers drafting and negotiating tips, buyer and seller perspectives, and market trends information for both provisions based on the ABA M&A Committee’s 2022-23 Private Target Deal Points Study.