Drafting and Negotiating Merger Agreements
This class exposes participants to the specific considerations involved in structuring a merger transaction, while also synthesizing the concepts discussed in all four of the other classes in this series, in culmination of the series. Participants will revisit some of the key drafting considerations discussed in the context of an asset or stock purchase and examine how these might differ in a merger context, allowing participants to gain a deeper understanding of these concepts and how to apply them in practice. This class will also introduce participants to the particular nuances involved in a merger, including regulatory and statutory aspects, as well as corporate governance and tax issues. The instructor will illustrate these various concepts by examining actual statutory language and merger agreement provisions, highlighting differences with asset and purchases where significant. Participants will practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns.
Negotiate and draft a merger agreement like a veteran. You'll learn the regulatory and statutory considerations that affect the deal structure, as well as the key provisions involved. Then you'll practice what you learned by revising a merger agreement based on real-world client concerns and the business/regulatory context.
This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.
**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions and Drafting & Negotiating Asset Purchase Agreements (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.
Upon completion of this Master Class, participants are able to:
- Identify and explain to a client the relevant statutory requirements for consummation of a merger
- Apply diverse legal and regulatory considerations in determining the appropriate structure
- Draft and negotiate basic terms in a Merger Agreement
Participants will be provided with a merger agreement and tasked with revising it based on precedent to reflect a client’s specific concerns, and counseling the client as to regulatory and other actions that need to be taken.
Participants may earn up to 1 CLE credit in the State of California and New York (NY: Areas of Professional Practice; CA: General Credit). Credit is for transitional and non-transitional attorneys in NY. This class is appropriate for both newly admitted and experienced attorneys. Financial Aid may be available for qualifying participants.
The AltaClaro Difference
Effective Learning with ROI--Backed by Education Science
Step 1: Learn
Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.
Step 2: Do
Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.
Step 3: Review
Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.
Instructors Who Practice What They Teach
x-Bryan Cave Leighton Paisner
x-White & Case; x-Orrick
x-Baker McKenzie; x-White & Case
Global Head of Tech Transactions, Uber; x-Disney; x-O’Melveny; x-Weil Gotshal
Head of Experiential Learning, AltaClaro; x-Akin Gump; x-Clifford Chance
x-Sidley; x-Allen & Overy
x-Weil Gotshal; x-Cadwalader
x-Baker McKenzie, x-Morrison & Foerster
Partner, Waldrep Wall
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Interested in this Class?
Our master classes are delivered in an experiential "bootcamp" framework. Students participate in small cohorts that go through the learning materials, assignments, and live review sessions together with experienced practitioner-instructors.
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