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Drafting and Negotiating Mergers

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.
Drafting and Negotiating Mergers
“AltaClaro provides our corporate associates with an innovative and effective training model that facilitates the transition to a law firm environment by preparing them for complex transactions in any industry.”
- Partner & Chair of the Finance & Acquisitions Department

Drafting and Negotiating Mergers

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.
Contract Drafting Banner Image
“AltaClaro provides our corporate associates with an innovative and effective training model that facilitates the transition to a law firm environment by preparing them for complex transactions in any industry.”
- Partner & Chair of the Finance & Acquisitions Department
Upon completion of this Master Class, participants are able to:

Training courses that are made for the transactional associate looking to increase their skill level

  • 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

Training courses that are made for the transactional associate looking to increase their skill level

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

The AltaClaro Difference

Effective Learning with ROI--Backed by Education Science

The AltaClaro Difference

Effective Learning with ROI--Backed by Education Science

Learn

Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.

Do

Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.

Review

Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.

Class Content Overview

Class Content Overview

Level: Basic-Intermediate
Level: Basic-Foundational
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.

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.

Course Details

What you will learn
- Write in a clear and concise way
- Blackline documents
- Interpret editing comments
- Coordinate signature pages
- Avoid common pitfalls in corporate drafting
What you will get
2 CLE Credits is available for each course
Description
This class addresses the basics of corporate drafting, using a commercial contract as an example. The instructor will focus on technical skills and concepts such as the basic structure of a contract, the interplay of representations and warranties, covenants, and conditions, and drafting and negotiating boilerplate language. 
Simulation Exercise
Participants will be asked to review and propose revisions to a contract based on a set of facts relating to our hypothetical client’s goals and concerns. During the live review session of the course, participants will review the model answer and receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting.
What you will get
2 CLE Credits are available for
each course
Simulation Exercise
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.

Sample Clip from Course

Why Even Have a Contract as Opposed to an Oral Agreement?

Purpose of a Contract
- To define the legal rights and obligations of the parties
- To give effect to the parties’ wishes
- To govern the intended relationship of the parties and to cover all contingencies

Instructors Who Practice What They Teach

Instructors Who Practice What They Teach

Instructors Who Practice What They Teach

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Julie Ryan

Partner, Acceleron Law Group
x-Akin Gump, x-Clifford Chance
image7
Stephen Kaplitt

Kaplitt Legal
x-Weil Gotshal, x-Cadwalader
image1
Michelle Appelqvist

Senior Counsel, Paragon Legal
x-SanDisk, x-Wilson Sonsini
image5
John Babcock

Partner, Waldrep Wall
image3
Julie Ryan

Partner, Acceleron Law Group
(xAkin Gump, xClifford Chance)
image7
Stephen Kaplitt

Kaplitt Legal
(xWeil Gotshal, xCadwalader)
image1
Michelle Appelqvist

Senior Counsel, Paragon Legal
(x-SanDisk, x-Wilson Sonsini)
image5
John Babcock

Partner, Waldrep Wall
mickgalvin
Mick Galvin

Sr. Attorney, Axiom
x-Sidley, x-Allen&Overy
Clara D.pm4-1
Clara Duffield

Partner, Duffield Law Group
x-Baker McKenzie
image8
Chris Drews

x-Walt Disney, x-Virgin Interactive
image2
Douglas Young

Partner, Rimon
x-Baker McKenzie, x- White & Case
mickgalvin
Mick Galvin

Sr. Attorney, Axiom
(xSidley, xAllen&Overy)
Clara D.pm4-1
Clara Duffield

Partner, Duffield Law Group
(xBaker McKenzie)
image8
Chris Drews

(x-Walt Disney, x-Virgin Interactive)
image2
Douglas Young

Partner, Rimon
(xBaker McKenzie, x- White & Case)

Clients and Partners that Trust Our Team

Clients and Partners that Trust Our Team

  • Holland1
  • Burr1
  • Husch-Blackwell-modified1
  • Baker-Donelson-1
  • Skadden-2
  • Orrick-4
  • Bradley-3
  • Davis
  • Barnes-1-BLK-WHT-1
  • Davis-Wright

Our Trusted Network of the World’s Leading Law Firms

Our Trusted Network of the World’s Leading Law Firms

Our Trusted Network of the World’s Leading Law Firms

Praise for Our Legal Instructors

Praise for Our Legal Instructors

“Doug was very engaging, which was helpful and kept the review session moving.”
AM Law 200 Firm
“John had deep subject matter insight. It was an excellent class.”
AM Law 200 Firm
“Hellen did a fantastic job at meeting us at our experience level ...great war stories and practical tips.”
AM Law 200 Firm
“I really enjoyed this live session. The instructor did a great job: he seemed both well-prepared and he was genuinely engaging.”
AM Law 200 Firm
“Mick didn't just walk through the corrections but the thought process behind each change and how it would effect/protect the client.”
AM Law 200 Firm
“The instructor was great and had a lot of great insights to share.”
AM Law 200 Firm
Online
Class material is 100% online, accessible by all standard web browsers. Use your desktop, laptop, tablet, or smartphone--your progress will by synced across all devices.
On-Demand
The class is fully asynchronous. Do the work at your own pace, turn in your assignment when you're ready, and get instant feedback via model answers and video review sessions.
Interactive
Learn with dynamic, interactive modules that keep you engaged in active learning using a variety of learning modes.
Experiential
Includes practical assessments throughout the class, plus a capstone assignment where you apply your skills in the context of a real-world matter.

Interested in this Class?

Law Firms
Rapidly upskill associates with effective, efficient practical skills training.
Professionals
Explore new practice areas and build in-demand practice skills.
Law Firms
Rapidly upskill associates with effective, efficient practical skills training.
Professionals
Explore new practice areas and build in-demand practice skills.

Attorney Training That Leads to More Productivity, Increased Profitability, and Longer-Lasting Associate Retention

Attorney Training That Leads to More Productivity, Increased Profitability,
and Longer-Lasting Associate Retention

Attorney Training That Leads to More Productivity, Increased Profitability, and Longer-Lasting Associate Retention