First-Year Associates: M&A

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.

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.

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.

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.

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

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.

Some basic drafting tips to help ensure better first drafts, covering topics such as defined terms, widow and orphan control, and working with precedents.

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 the four main financial statements, with examples of how the statements are affected by different business transactions.