Mergers and Acquisitions - Drafting and Negotiating Documents for Corporate Transactions: Getting Started

A round-up of print and electronic resources devoted to creating the documents involved in the purchase and sale of business organizations.

• Getting Started
• Journals, Newsletters & Blogs
• Treatises, Practice Guides and Form Books
• Commercial Databases
• Transactional Drafting Resources

Introduction to Guide

This Guide highlights resources available for drafting documents in connection with corporate mergers and acquisitions (M&A). The Guide is intended to (1) provide background information regarding the M&A process and (2) to identify sources for locating necessary forms (also sometimes referred to as "precedents") for drafting documents. The Guide focuses on transactions within the United States, though many of the sources identified address international M&A issues as well. This Guide includes the following pages:

• Getting Started (background information, M&A overviews and related research guides)
• Journals, Newsletters & Blogs (current news and analysis)
• Treatises, Practice Guides and Form Books (both in print and online)
• Commercial Databases, and
• Transactional Drafting Resources

Access to many of the electronic resources included in this Guide is limited to users who have a valid Loyola ID and password.

About this Page

This page provides links to, and descriptions of, the a variety of basic M & A sources. These are great starting points for students or practitioners who need background or grounding in corporate transactions before digging deeper into what documents are needed and how to draft them.

Related Research Guides

This Guide is intended to assist students in locating background information and sample documents relating to mergers and acquisitions.

If you are interested in resources for researching legal issues associated with corporations, partnerships, and limited liability companies, please see the Law Library's Business Organizations Law Research Guide.

For more general information on business organizations, including industry information, statistics and case studies, see the LUC Main Library's Business Administration Research Guide.

M&A Study Aids and Basic Overviews

The following titles provide a basic introduction to corporate mergers and acquisitions. Each has a different scope and depth of treatment. For more in depth treatment and/ or sample forms, see the sources under the Treatises, Practice Guides and Form Books tab. These sources are listed in alphabetical order.

In this 600-page text, the author explores the fencing for position that goes on during preliminary negotiations, when many of the basic issues vital to the deal are resolved. Later chapters analyze: the basic acquisition agreement; bargaining techniques applicable to substantive issues such as purchase price, representations and warranties, and indemnification; and employment contracts. The author also examines the period between signing and closing—a time when things can and do go wrong.

This publication of the Illinois Institute for Continuing Legal Education Includes many helpful forms. LUC law students can register for a free IICLE account at iicle.com/student to access the online version. A print version is available in the Law Library at KFI 1413 .I455 2023.

According to the authors, this title provides a basic guide to mergers and acquisitions practice. It is designed for lawyers who are just beginning their careers, as well as more experienced practitioners who want a refresher on key aspects of M&A practice. The 17 chapters walk students and practitioners through the process from the initial planning phase through implementation and closure.

Chapters: 1. Introduction to deal-making: deal-making in practice -- 2. Setting up the deal: overview and confidentiality agreements -- 3. Setting up the deal: key provisions and agreements -- 4. Architecture of the acquisition agreement -- 5. Purchase price -- 6. Representations and warranties -- 7. Covenants -- 8. Closing conditions -- 9. Termination rights -- 10. Material adverse effect -- 11. Equity and debt commitment letters -- 12. Financing risk -- 13. Topping a public merger -- 14. Indemnities -- 15. Dispute resolution -- 16. Structuring M&A deals.

Chapters include: Structuring fundamentals -- The acquisition process -- Corporate (non-tax) structuring considerations -- Tax considerations -- The definitive acquisition agreement -- Acquisitions of public companies -- Leveraged buyouts (structural and tax issues) and acquisitions of a troubled business (creditors' rights and bankruptcy).

This text provides a concise statement of the state corporate and federal securities laws governing mergers and acquisitions law. This thoroughly updated fourth edition features a considerably expanded treatment of practical aspects, such as drafting merger agreements, preparing disclosure documents, and dealing with takeover defenses.

This one-volume study aid is intended for students enrolled in a Mergers & Acquisitions class. It provides an overview of transaction types, deal structures and strategies that will thoughtfully inform the document creation process.

This title offers a succinct exposition of the law of mergers and acquisitions. Having a comprehensible big picture overview helps to contextualize and understand the documents you are being asked to draft.

This comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring postclosing integration success. the third edition of Mergers and Acquisitions from A to Z offers valuable tools, checklists, and sample documents, providing crucial guidance on: preparing for and initiating the deal; regulatory considerations; due diligence; deal structure; valuation and pricing; and financing even during turbulent market conditions.

The Hornbook on Mergers and Acquisitions provides a comprehensive exploration of this important topic. In addition to covering corporate laws governing mergers and acquisitions, the book explores securities, tax, and antitrust laws, as well as addressing the business, financial, and practical lawyering aspects of mergers and acquisitions.

This ABA guide is a great resources for young lawyers. It addresses the steps for “doing the deal” in an M&A transaction. Transactions covered include, mergers, asset sales, stock sales, and share exchanges. Helpful sample letters, agreements, and checklists are provided as models.

The Model Merger Agreement is intended to represent a strategic buyer's initial draft of a merger agreement for the acquisition of a public company in a stock-for-stock merger transaction. In addition to well-crafted contractual provisions, the Model 300+ page Agreement contains extensive commentary that explicates the purpose and meaning of the provisions, and often suggests alternative approaches that could be employed in negotiating the particular facet of the deal.

The author not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal.