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.
Stebbins, Ann Beth
O'Neill, Rita Anne
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.
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
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.
Judicial Interpretations Working Group Chair
Annual Survey Task Force Chair
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.
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.