This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.
Topics covered will include:
The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.
- Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
- The use of terms sheets and letters of intent (and when not to use them)
- Preparing for, organizing and conducting a due diligence review of the target
- Understanding the business deal and translating it into contract language
- Understanding the meaning (and purpose) of standard agreement provisions
- Drafting an acquisition agreement
- Strategies for negotiating the terms of an acquisition agreement
- Closing an acquisition transaction