M&A Basics

M&A Practice & Process

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M&A Practice

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.

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Deal Process Overview

Learn about the overall M&A deal process, from setting up the deal team to the post-closing.

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The Working Group List

Knowing how to create a good working group list is important for any junior lawyer. This course shares best practices and drafting tips.

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M&A Term Sheets

A look at term sheets, including reasons why they are and aren’t used in M&A deals and some style and drafting tips.

Deal Structures

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Deal Structures

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.

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Direct Mergers

Direct mergers are the simplest type of merger structure. Here’s how they work and why they’re used.

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Reverse 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

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Principal Acquisition Agreements

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.

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Disclosure Schedules

An overview of disclosure schedules, including their typical contents and what buyers and sellers think about when reviewing and drafting them.

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Caps & Baskets

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.

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Earn Outs

An explanation of earn-out provisions and why they’re used in M&A deals.

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Side Letters

An overview of how these short agreements are used in M&A deals.

Due Diligence

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Due Diligence for M&A Deals

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.

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Due Diligence Request Lists

An introduction to due diligence request lists, including their typical structure and contents and the roles of buyer’s and seller’s counsel.

Closings

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M&A Closings

This course explains the closing process from start to finish, covering things such as the closing checklist, typical closing documents and post-closings.

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Closing Checklists

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.

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Officer's Certificates

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.

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Secretary's Certificates

Secretary’s Certificates may be basic, but they are important closing documents. This course covers their contents and how to draft them.