M&A Drafting Resources Forum

[legalpotato]

There was a similar thread to this, but didn't really gain any traction. Wanted to see what folks here are using for resources in drafting purchase agreements / ancillary docs. I'm looking for specific stuff that would even go in depth as much as saying which reps and warranties to knowledge/materiality qualify, etc.

I'll start:
- Practical Law (obviously)
- Corporate Counsel's Guide to Acquisitions & Divestitures is pretty good in depth
- I've heard Mergers, Acquisitions, and Buyouts (the K&E book) referenced, but when I looked it was 4 books of tax stuff and 1 book of non-tax stuff, and unclear how up to date that was.

Any other thoughts out there?

[RedGiant]

Beyond the resources mentioned above, I would also look at the ABA Model Purchase Agreement and the Deal Terms surveys that come out approximately every other year. There are a few different flavors of the model agreements. They are annotated. You have to a be a Business Law Section Member to get access (if you're at a larger firm). These two resources will show you when it's more common to do X (spectrum) for every little part.

If you are at a larger firm, ask a senior in your group (or a partner or a well-versed senior paralegal) for closing sets from a similar type of transaction. You can get a lot of helpful ancillary docs from closing volumes.

GL!

[legalpotato]

Thank you - will look at that!