Returning to the Law - Corporate/M&A Catch-up Resources? Forum

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Returning to the Law - Corporate/M&A Catch-up Resources?

Post by Anonymous User » Wed Sep 21, 2022 2:10 am

In a few weeks I'll returning to a law firm to practice corporate law (some M&A/some general corporate and public company work) at a midsize firm. It's been a few years since I worked on M&A or public company deals, and I feel more than a little rusty... Does anyone have any resources they could point me to to get up to speed? Here's my tentative plan so far if anyone is in the same boat:

- Read Annotated NVCA Purchase Agreement (and maybe other NVCA docs)
- Review Cooley GO articles for an overview
- See if I can find what's market (used to check out SRS/ABA M&A Year End slides)
- Anything else besides google searches for resources? If I had practical law available to me, that would probably be an excellent resource as well.

TYIA

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Posts: 410848
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Re: Returning to the Law - Corporate/M&A Catch-up Resources?

Post by Anonymous User » Wed Sep 21, 2022 9:01 am

Anonymous User wrote:
Wed Sep 21, 2022 2:10 am
In a few weeks I'll returning to a law firm to practice corporate law (some M&A/some general corporate and public company work) at a midsize firm. It's been a few years since I worked on M&A or public company deals, and I feel more than a little rusty... Does anyone have any resources they could point me to to get up to speed? Here's my tentative plan so far if anyone is in the same boat:

- Read Annotated NVCA Purchase Agreement (and maybe other NVCA docs)
- Review Cooley GO articles for an overview
- See if I can find what's market (used to check out SRS/ABA M&A Year End slides)
- Anything else besides google searches for resources? If I had practical law available to me, that would probably be an excellent resource as well.

TYIA
If you're doing public M&A, getting the Law360 alerts, pulling down the merger agreements from the deals that they've announced (I prefer Intelligize, but EDGAR is fine, if clunky as it currently works) and keeping those on file/notes of anything unusual in the provisions - particularly in the reps and covenants - is a useful exercise, I've found. PLC also has some good precedents/basic clauses.

Also, most law firms put some stuff out every year. If you can get your hands on the annual Wachtell guides, I find that they're gold.

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Re: Returning to the Law - Corporate/M&A Catch-up Resources?

Post by Anonymous User » Wed Sep 21, 2022 10:21 am

In M&A agreements overall (public or private, cash or stock, merger or purchase agreement), one of the largest new technologies in the past few years has been the provisions around COVID-19, "COVID-19 Measures" and related covenants.

Anyone else care to weigh in?

Anonymous User
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Joined: Tue Aug 11, 2009 9:32 am

Re: Returning to the Law - Corporate/M&A Catch-up Resources?

Post by Anonymous User » Wed Sep 21, 2022 8:10 pm

OP here. Useful contributions, thank you both. I don't have access to PLC, Intelligize or Law360 yet (think they're paywalled after an article or so and are firm-gated resources that I'll have when I rejoin a firm), but the suggestions of annual law firm reports (e.g., Wachtell's) and COVID-19-related provisions are quite helpful.

Anonymous User
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Joined: Tue Aug 11, 2009 9:32 am

Re: Returning to the Law - Corporate/M&A Catch-up Resources?

Post by Anonymous User » Sat Sep 24, 2022 1:15 pm

For general pubco corporate governance / securities filing questions, TheCorporateCounsel guides are phenomenal.

Maybe it's all obvious stuff if you're an experienced governance-focused associate, but if you're an M&A junior who gets pinged random disclosure questions by an AGC for an 8-K or annual proxy or w/e, best possible resource

Practical Law seems to be underused by my peers. I actually don't care as much about the forms -- pretty easy to find on our system. What's more valuable, to me, is the practice notes/overviews. Like a Wikipedia-lite article on 10b5-1 plans or w/e

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