Skip to main content

Topic

M&A Basics

Courses

  1. still frame from M&A Practice 10 min

    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.

  3. still frame from The Working Group List 4 min

    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.

  4. still frame from M&A Term Sheets 9 min

    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.

  5. still frame from Deal Structures in M&A 18 min

    Deal Structures in M&A

    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.

  6. still frame from Direct Mergers 1 min

    Direct Mergers

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

  8. still frame from Reverse Triangular Mergers 2 min

    Reverse Triangular Mergers

    Reverse triangular mergers aren’t as complicated as they sound. This video explains what they are and why parties use them.

  9. still frame from Principal Acquisition Agreements 13 min

    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.

  10. still frame from Disclosure Schedules 5 min

    Disclosure Schedules

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

  11. still frame from Reps & Warranties in M&A Deals 12 min

    Reps & Warranties in M&A Deals

    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.

  12. still frame from Caps & Baskets 4 min

    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.

  13. still frame from Earn Outs 1 min

    Earn Outs

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

  14. still frame from Side Letters 1 min

    Side Letters

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

  15. still frame from Due Diligence for M&A Deals 12 min

    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.

  16. still frame from Due Diligence Request Lists 4 min

    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.

  18. still frame from M&A Closings 12 min

    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.

  19. still frame from M&A Closing Checklists 5 min

    M&A 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.

  21. still frame from Officer's Certificates 6 min

    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.

  22. still frame from Secretary's Certificates 7 min

    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.

  24. still frame from Rep & Warranty Insurance 13 min

    Rep & Warranty Insurance

    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.