On-Ramp: M&A Basics for New Transactional Lawyers
Get up to speed FAST with this M&A basics 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’ll walk through the articles of a typical merger agreement, covering each concept within the context of the provision where it usually arises. Using 35 real forms from recent transactions as examples, you’ll learn exactly what you need to know to negotiate and draft M&A agreements more confidently.
Lenné 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. She 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).After graduating from the University of Georgia School of Law magna cum laude, Ms. Espenschied began her corporate practice with a large, national law firm; she also served as Senior Counsel in the legal department of Bank of America before eventually opening her own law office.As a law school professor, Ms. Espenschied taught commercial law, contracts, and contract drafting; she is a contributing faculty member at West Legal Ed.She speaks nationally at continuing legal education seminars and provides private training at law firms and corporate legal departments. Her passion is helping lawyers acquire the skills they need to be more successful in transactional practice.
Disclaimer: All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.