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.
M&A Practice & Process
Learn about the overall M&A deal process, from setting up the deal team to the post-closing.
Knowing how to create a good working group list is important for any junior lawyer. This course shares best practices and drafting tips.
A look at term sheets, including reasons why they are and aren’t used in M&A deals and some style and drafting tips.
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.
Direct mergers are the simplest type of merger structure. Here’s how they work and why they’re used.
A brief introduction to forward triangular mergers.
Reverse triangular mergers aren’t as complicated as they sound. This video explains what they are and why parties use them.
Deal Documents & Provisions
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.
An overview of disclosure schedules, including their typical contents and what buyers and sellers think about when reviewing and drafting them.
An introduction to reps and warranties, including those typically made by buyers and sellers.
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.
An explanation of earn-out provisions and why they’re used in M&A deals.
An overview of how these short agreements are used in M&A deals.
Some basic drafting tips to help ensure better first drafts, covering topics such as defined terms, widow and orphan control, and working with precedents.
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.
An introduction to due diligence request lists, including their typical structure and contents and the roles of buyer’s and seller’s counsel.
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.
This course explains the closing process from start to finish, covering things such as the closing checklist, typical closing documents and post-closings.
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.
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.