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
O'Neill, Rita Anne
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 and further details of that task force are available here.
Governance Issues in Business Combinations
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.
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
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, Second 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.
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.
Mission Statement: The Market Trends Subcommittee creates a range of Annual Deal Point Studies that serve as essential resources to M&A professionals. 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.
Private Company Model Merger Agreement
Private Equity M&A
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, Deal Points:
Chair, MAC Bytes:
Revised Model Stock Purchase Agreement
Mission Statement: The Model Stock Purchase Agreement Revisions Task Force is revising the provisions and related Commentary and Ancillary Documents of the Committee's Model Stock Purchase Agreement, which was first published in 1995 and is available for purchase here. The revisions will encompass changes in deal structure, practices and law that have developed since the Model Stock Purchase Agreement was published. The Ancillary Documents will be expanded to include appendices dealing with the acquisition of partnership and limited liability company interests, a protocol for closings by telephone or email and the sale of a subsidiary. Since the Model Stock Purchase Agreement is a buyer's first draft. The Task Force will also prepare a seller's response, which is intended to put the buyer-friendly provisions of the Model Stock Purchase Agreement in perspective and provide appropriate seller's responses to a variety of provisions.
Short Form Model Acquisitions Agreement
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
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.
The Committee is developing a directory of these technologies and of their relevant providers and the latest version is available to Subcommittee members only here. If you are not already a member you can join below. The Committee also has a project considering the ethical issues that arise when using different types of technology in M&A. In addition, the Subcommittee keeps the M&A Committee’s website current, facilitates electronic communication among members of Subcommittees and Task Forces and plans to develop and implement technologies to facilitate the conduct of Committee, Subcommittee and Task Force business between meetings.
Klinger Wilensky, Eric
Women In Mergers and Acquisitions
O'Neill, Rita Anne
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.
Delaware Judiciary Liaison