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It depends somewhat on the specifics of your practice, but a corporate practice is generally going to be much less case law intensive than litigation. You may do the occasional research memo on a substantive point or research for a legal opinion, but you certainly won't be doing caselaw research or reading cases all day like you are used to in law school.Anonymous User wrote: ↑Tue Sep 24, 2024 11:09 pmI hear a lot of people say that corporate practise is for people who don't enjoy law school. I've really enjoyed law school so far, especially my corporations class. I don't love legal research and writing, but I like learning the case rules. How much exposure do corporate attorneys get to case law?
Not like formal memo style research, but I've definitely done a decent bit of "how does DE look at this" style researchJiveTurkey wrote: ↑Tue Oct 08, 2024 10:07 pmIn M&A, not really any day-to-day. You might follow or get updates on DE decisions, that’s about it.
Not to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.Anonymous User wrote: ↑Fri Oct 11, 2024 4:19 pmIn M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.
Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/
Did you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!Anonymous User wrote: ↑Sun Oct 13, 2024 1:50 amNot to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.Anonymous User wrote: ↑Fri Oct 11, 2024 4:19 pmIn M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.
Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/
Yeah I’ve done some as well, just wouldn’t call it a regular thingAnonymous User wrote: ↑Fri Oct 11, 2024 1:58 amNot like formal memo style research, but I've definitely done a decent bit of "how does DE look at this" style researchJiveTurkey wrote: ↑Tue Oct 08, 2024 10:07 pmIn M&A, not really any day-to-day. You might follow or get updates on DE decisions, that’s about it.
Idk maybe I'm just being annoying, but I took a look at the SPA there and it's fairly off market in terms of the "no other reps" language as there's no express non-reliance language. I take your point about DE's conclusion on the implications of the "independent investigation" rep, but including basic (and standard) non-reliance language expressly disclaims those implications (and does so in accordance with ABRY).Anonymous User wrote: ↑Mon Oct 14, 2024 4:55 pmDid you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!Anonymous User wrote: ↑Sun Oct 13, 2024 1:50 amNot to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.Anonymous User wrote: ↑Fri Oct 11, 2024 4:19 pmIn M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.
Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/
The Labyrinth SPA had all of the three key ingredients the ABRY court honed in on -- (1) an entire agreement/merger clause, (2) a "no other representations" R&W given by the sellers, and it contained (what sell-side counsel thought was) (3) a robust purchaser independent investigation rep given by the acquiror, and yet the result was completely opposite from that reached by the ABRY court.
This is exactly the kind of "Oh everyone knows this already" thinking that is all too prevalent in mediocre M&A lawyers at big firms today. This is exactly why I made this post.
ABRY and its progeny should be thought of as a "movie reel" of iteratively instructive guidance. Good drafters must take heed of each 'scene' in the movie reel, starting before ABRY at Great Lakes, but also engaging thoughtfully with Prairie Capital, Squid Soap, FdG, and all of the other decisions since to arrive at the right conceptual approach. Litigators cannot do this for you. There are no magic words in DE to avoid extra-contractual fraud claims, and the sell-side in Labyrinth clearly didn't finish the movie, so to speak, as the "purchaser independent rep" they agreed to was flawed; the court found that such language indicated that the buyer had affirmatively relied on off-contract diligence findings. Because of the sloppiness in the drafting, which could have been ameliorated by an M&A drafter who was more studious, the result was, as West has previously written, a "dog's breakfast" for the sellers. https://privateequity.weil.com/europe/a ... breakfast/
You seem dull.Anonymous User wrote: ↑Sat Oct 19, 2024 12:53 amIdk maybe I'm just being annoying, but I took a look at the SPA there and it's fairly off market in terms of the "no other reps" language as there's no express non-reliance language. I take your point about DE's conclusion on the implications of the "independent investigation" rep, but including basic (and standard) non-reliance language expressly disclaims those implications (and does so in accordance with ABRY).Anonymous User wrote: ↑Mon Oct 14, 2024 4:55 pmDid you even read the article? Because it proves that not everyone knows "how extra-contractual fraud works". Just ask the sell-side lawyers on this deal!Anonymous User wrote: ↑Sun Oct 13, 2024 1:50 amNot to be annoying, but ABRY isn't new, non-reliance reps are completely market and that article kinda just regurgitates what everyone knows about how extra-contractual fraud works.Anonymous User wrote: ↑Fri Oct 11, 2024 4:19 pmIn M&A, a good way to distinguish oneself is constantly reading the relevant DE cases interpreting earn-outs, acquisition agreements and transaction process/special committee (Corwin etc.) type stuff. Bonus points if you can then write about them before others do. Glenn West has made a name for himself doing this. Gail Weinstein at FF has a team basically scan the relevant Del Ct Ch decision pages and immediately pens articles to Law360 summarizing them.
Here is a great article, emanating from a DE decision, that should impact every starting point in drafting an acquisition agreement: https://businesslawtoday.org/2024/10/fo ... tatements/
The Labyrinth SPA had all of the three key ingredients the ABRY court honed in on -- (1) an entire agreement/merger clause, (2) a "no other representations" R&W given by the sellers, and it contained (what sell-side counsel thought was) (3) a robust purchaser independent investigation rep given by the acquiror, and yet the result was completely opposite from that reached by the ABRY court.
This is exactly the kind of "Oh everyone knows this already" thinking that is all too prevalent in mediocre M&A lawyers at big firms today. This is exactly why I made this post.
ABRY and its progeny should be thought of as a "movie reel" of iteratively instructive guidance. Good drafters must take heed of each 'scene' in the movie reel, starting before ABRY at Great Lakes, but also engaging thoughtfully with Prairie Capital, Squid Soap, FdG, and all of the other decisions since to arrive at the right conceptual approach. Litigators cannot do this for you. There are no magic words in DE to avoid extra-contractual fraud claims, and the sell-side in Labyrinth clearly didn't finish the movie, so to speak, as the "purchaser independent rep" they agreed to was flawed; the court found that such language indicated that the buyer had affirmatively relied on off-contract diligence findings. Because of the sloppiness in the drafting, which could have been ameliorated by an M&A drafter who was more studious, the result was, as West has previously written, a "dog's breakfast" for the sellers. https://privateequity.weil.com/europe/a ... breakfast/
brave anon