Bowers's Mergers and Acquisitions Simulations: Bridge to Practice

A critical skill for any aspiring transactional lawyer is the ability to draft documents that pertain to different types of deals and situations. This book, which is an update of Corporate Drafting: A Practical Approach, provides students with the opportunity to follow a merger and acquisition from the inception of the client relationship through the entire merger transaction process and its ultimate closing. The book is structured to be used as a stand-alone corporate drafting textbook or in conjunction with a mergers and acquisitions course. The book, which utilizes one cohesive scenario to form the basis of the underlying deal, brings a merger transaction to life and provides students with the opportunity to engage in up to 30 simulations relating to the merger. The simulations provide an opportunity for students to:

• form the client relationship by preparing the engagement letter;
• kick off the merger transaction by drafting the confidentiality agreement;
• negotiate the substantive terms of the merger transaction and draft the term sheet based on those terms;
• engage in a limited due diligence review of select contracts and prepare a due diligence memo;
• draft the entire merger and acquisition agreement and the most common ancillary documents including the escrow agreement, executive employment agreement, consultant agreement, and non-compete agreement;
• assess whether regulatory requirements such as the Hart-Scott-Rodino antitrust filing or WARN Act notice are triggered, and if so, prepare the actual filing or notice;
• draft the consent actions of the shareholders and directors;
• prepare a closing checklist and draft the necessary closing documents including the articles of merger, officers’ certificates, and legal opinion;
• and to prepare a press release announcing the closing of the transaction.

This book introduces students to the entire merger and acquisition process and provides them with an opportunity to draft most of the documents associated with this type of transaction. So, when they reach practice, they should be able to hit the ground running.