Book Details

Negotiating and Drafting the Acquisition Agreement Package -- No. B776


These training materials were developed by ALI-ABA, the Practising Law Institute, and Continuing Education of the Bar (California) in an unprecedented collaboration with eight major U.S. and Canadian law firms. Using the “learn-by-doing” methods usually reserved for litigation skills training, Negotiating and Drafting the Acquisition Agreementplaces transactional skills in the context of client representation. Ideal for in-house training, the set consists of an easy-to-use Discussion Leader's Guide and accompanying Participant Materials.

Based on a hypothetical acquisition of an operating subsidiary, these eight practical exercises simulate the actual process of crafting a complex acquisition agreement to give lawyers a thorough, experience-based understanding of representations and warranties; conditions and covenants; purchase price and post-closing adjustment; closing conditions and termination; indemnification; post-closing matters; and negotiation strategies.

In the role of counsel to a hypothetical seller or buyer, lawyers review the seller’s proposed acquisition agreement and, based on the confidential instructions they receive from their hypothetical clients, negotiate and redraft the terms of the agreement to reflect their clients’ legal and business needs. Each exercise is designed to be followed by a guided group discussion in which lawyers refer to their own experiences doing the exercise to reinforce their understanding of key concepts and skills. This level of involvement creates a more vivid and lasting learning experience.

Negotiating and Drafting the Acquisition Agreement is a stand-alone resource that your office can use to conduct its own training. The materials include:

A step-by-step, easy-to-use Discussion Leader’s Guide, complete with lecture notes, lesson plans, exercise commentary, and suggestions for adapting the exercises to your requirements – all the guidance an experienced lawyer needs to use these materials to train less experienced lawyers;

Accompanying Supplemental Materials containing a mock buyer’s mark-up of a seller’s draft acquisition agreement, plus confidential client instructions;

Comprehensive Participant Materials with detailed background information, exercise instructions, and a mock seller’s draft acquisition agreement including financial statements; and

For your convenience, the materials may be supplemented with your own forms and documents.

Negotiating and Drafting the Acquisition Agreement is available as a package of one (1) Discussion Leader's Guide with one (1) copy of Supplemental Materials, ten (10) copies of Participant Materials, plus one (1) License to use the materials to train your attorneys. With the purchase of this package, additional copies of the Discussion Leader's Guide and/or Participant Materials may also be ordered.

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