Merger and Acquisition Contracting Basics

8:55 Welcome and Introductions

9:00 Merger and Acquisition Contracting Basics

Learn from examples drawn from "real" forms used in recent M&A deals, including the 2022 hostile acquisition of Twitter by Elon Musk, Microsoft's 2023 acquisition of Activision, Take-Two Interactive Software's 2022 acquisition of Zynga, and many others.

The purpose of this program is to explain why M&A practice is challenging, to highlight key issues, to introduce transactional lawyers to the jargon and provisions commonly used in M&A practice, and to enable them to talk the talk in negotiations and draft appropriate provisions to protect the interests of their clients.

This program includes two 10-minute breaks.

12:20 Adjourn

Thank you

Thank you for joining us for Merger and Acquisition Contracting Basics.

Description

Get up to speed fast with this merger and acquisition (M&A) basics CLE program, which introduces 83 words and phrases M&A lawyers use to negotiate with other lawyers and 35 forms of common provisions.

Learn the difference between a direct merger, a forward triangular merger and a reverse triangular merger. Learn about specific kinds of risk unique to M&A transactions — like completion risk, mis-valuation risk and value-shift risk — and learn tried and true techniques for shifting these risks to the other party. Learn how a merger agreement is typically structured, what issues are covered in each section, and what dozens of words and phrases like "within the collar," "Buyer Power Ratio" and "social issues" mean, and how they factor into negotiating strategies.

We walk through the articles of a typical merger agreement, covering each concept within the context of the provision where it usually arises. Learn exactly what you need to know to negotiate and draft M&A agreements more confidently.

Contributors

Lenné Eidson Espenschied

Lenné Eidson Espenschied has earned her status as one of the two most popular contract drafting speakers in the U.S. by continually striving for excellence and providing innovative, practical skills-based training for transactional lawyers.

Lenné practiced law in Atlanta, Georgia, for 25 years, focusing on corporate and transactional representation of technology-based businesses. She is the author of two books published by the American Bar Association: Contract Drafting: Powerful Prose in Transactional Practice (ABA Fundamentals, 3rd Ed. 2019) and The Grammar and Writing Handbook for Lawyers (ABA Fundamentals, 2011).

Her passion is helping lawyers acquire the skills they need to be successful in transactional practice.

Click here for more information about Lenné.

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If paying by check, click here for a printable registration form. Please reference the live webcast program code 321LW2.

Certificate of Completion and Archived Video: Your certificate of completion and archived video will be available approximately two weeks of the program date and can be found in your CLE account. MCLE credit is available to registrants only on the day(s) of the live event. This archived content is offered solely for review purposes and is not a substitute for live attendance. Click here for more information about archive videos in our FAQ.

Thank you

Description

Contributors

Lenné Eidson Espenschied