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A Whirlwind Tour through an Acquisition Agreement

This workshop demonstrates how various contract concepts taught in law school apply in the real world of commercial practice. It is an excellent program to introduce summer associates to a mergers and acquisitions practice.  It is a two-hour version of Translating the Business Deal into Contract Concepts and differs in that it does conclude the program with a group exercise.

The seminar begins with the participants negotiating a relatively simple transaction: the purchase of a car. Inevitably, the buyer begins by asking basic questions about the car. What make and model is it? How many miles has it been driven? Has the car been in any accidents? Participants are then asked how the seller’s responses should be incorporated into the contract. In exploring the answer to this question, participants learn not only the legal ramifications of representations and warranties, but also their critical business role as a risk allocation mechanism. As the hypothetical negotiation plays out, the legal and business ramifications of covenants and conditions precedent are also brought into relief.

After the negotiation concludes, the participants track through an acquisition agreement to see how the representations and warranties, covenants, and conditions precedent provide the framework for a more sophisticated deal.

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