Mergers and Acquisitions Subcommittees

Academic

Chair

West, Glenn

Mission Statement

The mission of the Academic Subcommittee of the Mergers & Acquisitions Committee is to encourage dialogue between the academy and the practicing bar. To do so, we invite law school professors to present recent articles (typically prior to publication) on topics that might impact the drafting and negotiation of M&A agreements—i.e., stuff that might really matter to the practicing bar. The divide between the actual practice of law and the academy is all too real, and the dialogue that occurs between M&A lawyers and the law professors presenting their theories and data is a real opportunity to bridge that divide. The feedback from our meetings is that the professors get a real opportunity to test some of their theories and the M&A lawyers get an opportunity to explain what is really happening in the real world. Both participants benefit from the sometimes lively discussion. 

Acquisitions of Public Companies

Chairs

Stebbins, Ann Beth
O'Neill, Rita Anne

Vice-Chair

Hochenberg, Jenny

Mission Statement

The Acquisitions of Public Companies Subcommittee provides educational content to members relating to public company acquisitions. Meetings have featured panel discussions on key litigation issues for public company deal lawyers, as well as navigating issues in solicitations of votes for public company acquisitions. The group has completed a Model Agreement and Plan of Merger with Commentary and Ancillary Documents, which is a buyer-oriented acquisition agreement for two publicly-traded companies where the structure of the transaction is a stock-for-stock merger. The work is available for purchase here. The group’s Two Step Merger Agreement Task Force is drafting a model agreement for a seller-oriented acquisition in an auction setting by way of a cash tender offer followed by a merger.

International M&A

Chair

Yanez, Jorge

Vice-Chair

Griebel, Luciana

Mission Statement

The International M&A Subcommittee provides a forum for U.S. lawyers and lawyers from outside the U.S. who work on cross-border M&A transactions to discuss issues of common interest, including legal developments, best practices for conducting international acquisition transactions and country-specific issues. The collection and dissemination of information useful for international M&A transactions is an important part of the Subcommittee's work. The Subcommittee has published:

• a summary of the law and practice of 33 jurisdictions relevant to asset purchase transactions that was published as an Appendix to the ABA Model Asset Purchase Agreement and which is available for purchase here
• a similar summary in relation to private company stock purchase transactions that was published as an Appendix to the ABA Model Stock Purchase Agreement and which is available for purchase here
• a guide to cross-border due diligence, again based on material received from multiple foreign jurisdictions, which is available for purchase here

Legal Project Management

Chairs

Kalogerou, Byron
White, Dennis

Mission Statement

The Task Force on Legal Project Management in M&A develops legal project management (LPM) tools and techniques designed specifically for M&A lawyers to assist them in running transactions more efficiently and effectively. It is hoped that such tools and techniques will enable M&A lawyers to integrate LPM into their day-to-day practices and thereby better serve their clients. Our Task Force members are drawn from around the globe and from academia, consulting firms, in-house legal departments and law firms.

The Task Force has published a book entitled Using Legal Project Management in Merger and Acquisition Transactions – A Guidebook for Managing Deals Efficiently and Effectively, Third Edition, which is available for purchase here or call 1-800-285-2221. The book features various checklists and other LPM tools that can be downloaded from the web and customized to suit a particular transaction.

M&A Jurisprudence

Chairs

Cartmell, Nathaniel
Mozal, Nick

Judicial Interpretations Working Group Chair

Smith, Frederic

Annual Survey Task Force Chair

Mozal, Nick

Mission Statement

The Subcommittee on M&A Jurisprudence reviews M&A judicial decisions at meetings throughout the year and publishes summaries of the most significant decisions in Deal Points and The Business Lawyer. The Subcommittee also prepares memoranda on key aspects of transactional law, maintains the M&A Lawyers' Library for the M&A Committee and has three active projects: on the Library Index, on Publications and on Damages.

Market Trends

Chair

Hedrick, Lisa

Mission Statement

The Market Trends Subcommittee educates practitioners on the latest trends in deal structures, negotiations and terms.  At its meetings, the Subcommittee uses speaker presentations, mock negotiations and general discussion to inform its members about ways to navigate the ever-changing deal landscape. The Subcommittee also produces a range of Annual Deal Point Studies that serve as essential resources to M&A professionals and jointly produces the M&A Market Check video series. These studies are available here but only to members of the Mergers and Acquisitions Committee. Click below to join – there is no additional charge for current ABA Section of Business Law members. The videos are also available here to ABA members.

Private Equity M&A

Chair

Albin, David

Vice-Chair:

Horn, Samantha

Mission Statement

The Private Equity M&A Subcommittee comprises a group of M&A practitioners from the USA and around the world whose practice focuses to a meaningful extent on corporate acquisitions by, or involving, private equity firms and the financing sources that lend into private equity M&A transactions, including LBOs and divestitures. We concentrate on those aspects of M&A transactions that are unique to, or raise particular issues of interest in the context of, private equity transactions.

Programs and Publications

Chair

Hess, Ashley

Chair, Deal Points

Lane, Chauncey

Chair, MAC Bytes

Chen, Matthew

Revised Asset Purchase Agreement

Chairs

Clifford, John
Deibert, Edward

Short Form Model Acquisitions Agreement

Chairs

Graben, Eric
Balog, Jason

Mission Statement

The Joint Task Force on Model Short Form M&A Documents is a combined project of the Middle Market and Small Business Committee and the M&A Committee. The goal of the Joint Task Force is to publish a set of “short form” acquisition agreements (with ancillary documents and commentary) which would be more easily adapted for use in smaller M&A transactions than the “long form” Model Stock Purchase Agreement and Model Asset Purchase Agreement published by the M&A Committee. The short forms are intended to be model documents for business acquisitions with a purchase price in the $500,000 to $10 million range. The short forms will contain the critical elements of well-drafted purchase agreements typically used in traditional lower middle-market transactions, but with a starting length of about 15 pages. It is the intention that the short forms will be more “user friendly” to owners of smaller businesses and require less attorney time and legal expense than what is typically required for a $10 million to $100 million deal. The short forms may also be used in “tuck-in” or “add-on” acquisitions typically used to help grow a private equity backed platform in anticipation of an exit.

Technology in M&A

Chair

Rosenberg, Daniel

Vice-Chair

Romer, Thomas

Mission Statement

The Technology in M&A Subcommittee monitors and reports on the increasing use of technology in the practice of M&A. At its meetings the Subcommittee investigates and discusses the evolving ways in which technology has changed and will change the way M&A practitioners practice law, as well as demonstrating interesting new technologies to its members. Many of these are increasingly involving the use of AI. 

The Subcommittee has published a directory of technologies used in M&A and the latest version is now available online. The Subcommittee has published a paper on the Ethical Implications of the Use of Legal Technologies by Innovative M&A Lawyers. The Subcommittee has also published a paper entitled The MAC Digital Documentation Protocol: Best Practices to Effect eSignings and Closings for M&A. More recently, the Subcommittee has launched a project on Training and Deploying M&A Lawyers in the Gen AI Era. 

In addition, the Subcommittee keeps the M&A Committee’s websites current and as part of this has compiled an extensive library of materials (including all the non-CLE materials presented to Committee, Subcommittee and Task Force meetings) which are available on the Committee website.  The Subcommittee also works with the Business Law Section to optimise the conduct of Committee, Subcommittee and Task Force business at and between meetings and to facilitate electronic communication among members of the M&A Committee.

Women In Mergers and Acquisitions

Chairs

Lin, Joanna

Vice-Chair

May, Charlotte

Mission Statement

The Women in Mergers and Acquisitions Subcommittee was formed with the goal of increasing the participation and retention of women in M&A. It is focused on four key initiatives: (i) work with law schools to educate women law school students about the profession; (ii) increase awareness at law firms; (iii) promote networking and provide business development forums and tools; and (iv) enable the sharing of materials, experiences and best practices by creating forums for communication. The Subcommittee’s law firm outreach initiative has entailed organizing and leading roundtable discussions and panels at various law schools across North America for women law students interested in business law, including at Boston College Law School, Columbia Law School, Georgetown University Law Center, Harvard Law School, McGill University, Northwestern University School of Law, Stanford Law School, UCLA School of Law and University of Toronto.

Judiciary Liaison

Chairs

Stark, Lisa
Vella, Patricia

Membership & Diversity

Chair

Bradley, Tracy

DEI Director

Java, Sachin

Recently Completed Task Forces

Governance Issues in Business Combinations

Chairs

Frankle, Diane
Halloran, Michael
Hamermesh, Lawrence
Vella, Patricia

Mission Statement

The Joint Task Force on Governance Issues in Business Combinations is a task force of the Public Companies Subcommittee and is jointly sponsored by the Corporate Governance and Mergers and Acquisitions Committees.

Private Company Model Merger Agreement

Chairs

DiVincenzo, Melissa
Simmerman, Amy

Vice-Chair

Paterno, Tatjana

Two-Step Auction

Chairs

Klinger Wilensky, Eric
O'Bryan, Michael