Anyone have any sample merger agreements (pro-seller) Forum

[AJS30]

Does anyone have any sample merger agreements that are in favor of the seller that they would be willing to share? Working on an assignment I'm having trouble with.

[Hipster but Athletic]

Get a bloomberg law account, dude.

[NotMyRealName09]

Sounds suspiciously like asking for legal advice. But Legal Zoom exists so.....

[JusticeHarlan]

Merger agreements of public companies get filed as exhibits to their SEC filings (usually 8-Ks, though not always). Look for recent mergers in the news, look up their SEC filings for the day its announced, and you can find the merger agreement. Example: https://www.sec.gov/Archives/edgar/data ... x99dd1.htm. No idea about seller or buyer friendly but add those terms to your google search when looking for which ones to pull (reverse break fee, etc.).

[cdelgado]

Sounds suspiciously like asking for legal advice. But Legal Zoom exists so.....

Or - and I know this is really going far afield - this is for a legal drafting class?

[AJS30]

Yes, I am taking a drafting class, which was a mistake. Thought it could have been useful, but I have been proven wrong.

[RedGiant]

If you're looking for a model stock purchase agreement, the ABA has these forms and they should be available in your library. Not sure if you are seeking forms for another type of merger transaction though.

PLC is a resource which is now accessible through Westlaw and has tons of model forms and drafting tips. I'd look there. Also check if Matthew Bender has any forms/treatises on point.

I would also check out The Art of M&A (Reed, Lajoux, Nesvold), which doesn't have model forms but does discuss provisions in detail.

I am a 1L, so take all this with a grain of salt--I worked in M&A as a paralegal for a good while. Hope that helps though!