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.
Deal Process Overview
Learn about the overall M&A deal process, from setting up the deal team to the post-closing.
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.
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
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
Direct mergers are the simplest type of merger structure. Here’s how they work and why they’re used.
Forward Triangular Mergers
A brief introduction to forward triangular mergers.
Reverse Triangular Mergers
Reverse triangular mergers aren’t as complicated as they sound. This video explains what they are and why parties use them.
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.
Disclosure Schedules
An overview of disclosure schedules, including their typical contents and what buyers and sellers think about when reviewing and drafting them.
Reps & Warranties in M&A Deals
An introduction to reps and warranties, including those typically made by buyers and sellers.
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.
Earn Outs
An explanation of earn-out provisions and why they’re used in M&A deals.
Side Letters
An overview of how these short agreements are used in M&A deals.
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.
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.
Reviewing Assignment and Change of Control Clauses
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.
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.
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.
Simultaneous and Delayed Closings
An explanation of the basic differences between simultaneous and delayed closings.
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.
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.
Drafting Tips for Transactional Documents
Some basic drafting tips to help ensure better first drafts, covering topics such as defined terms, widow and orphan control, and working with precedents.