A critical skill for any aspiring transactional lawyer is the ability to draft documents that pertain to different types of deals and situations. This book, which is an update of Corporate Drafting: A Practical Approach, provides students with the opportunity to follow a merger and acquisition from the inception of the client relationship through the entire merger transaction process and its ultimate closing. The book is structured to be used as a stand-alone corporate drafting textbook or in conjunction with a mergers and acquisitions course. The book, which utilizes one cohesive scenario to form the basis of the underlying deal, brings a merger transaction to life and provides students with the opportunity to engage in up to 30 simulations relating to the merger. The simulations provide an opportunity for students to:

  • form the client relationship by preparing the engagement letter;
  • kick off the merger transaction by drafting the confidentiality agreement;
  • negotiate the substantive terms of the merger transaction and draft the term sheet based on those terms;
  • engage in a limited due diligence review of select contracts and prepare a due diligence memo;
  • draft the entire merger and acquisition agreement and the most common ancillary documents including the escrow agreement, executive employment agreement, consultant agreement, and non-compete agreement;
  • assess whether regulatory requirements such as the Hart-Scott-Rodino antitrust filing or WARN Act notice are triggered, and if so, prepare the actual filing or notice;
  • draft the consent actions of the shareholders and directors;
  • prepare a closing checklist and draft the necessary closing documents including the articles of merger, officers’ certificates, and legal opinion;
  • and to prepare a press release announcing the closing of the transaction.

This book introduces students to the entire merger and acquisition process and provides them with an opportunity to draft most of the documents associated with this type of transaction. So, when they reach practice, they should be able to hit the ground running.


Imprint: West Academic Publishing
Series: Bridge to Practice
Publication Date: 10/07/2019
Related Subject(s): Legal Drafting, Professional Identity Formation

Stacey L. Bowers, University of Denver College of Law

CasebookPlus™

This title is available in our CasebookPlus format. CasebookPlus provides support beyond your classroom lectures and materials by offering additional digital resources to you and your students. Anchored by faculty-authored formative self-assessments keyed to our most popular casebooks, CasebookPlus allows students to test their understanding of core concepts as they are learning them in class – on their own, outside of the classroom, with no extra work on your part. CasebookPlus combines three important elements:

  • A new print or digital casebook
  • Access to a downloadable eBook with the ability to highlight and add notes
  • 12-month access to a digital Learning Library complete with:
Multiple-choice self-assessment questions, including:
  • Chapter questions keyed to the casebook
  • Black Letter Law questions (available in select subjects)
  • Subject area review questions for end of semester use
Essay and short answer questions with sample answers and expert commentary, in 1L and select upper-level subjects

Leading digital study aids, an outline starter, and audio lectures in select subjects

Students can still utilize CasebookPlus digital resources if they’ve purchased a used book or are renting their text by purchasing the Learning Library at westacademic.com.

With CasebookPlus, you can customize your students’ learning experience and monitor their performance. The quiz editor allows you to create your own custom quiz set, suppress specific quiz questions or quiz sets, and time-release quiz questions. Additionally, the flexible, customized reporting capability helps you evaluate your students’ understanding of the material and can also help your school demonstrate compliance with the new ABA Assessment and Learning Outcomes standards.

Learn more about this series.