Skip to Main Content
It looks like you're using Internet Explorer 11 or older. This website works best with modern browsers such as the latest versions of Chrome, Firefox, Safari, and Edge. If you continue with this browser, you may see unexpected results.

Mergers and Acquisitions Law

A page to assist you in finding resources for M&A law research

Introduction

**Some of the treatises listed in the page Treatises and In-Depth Learning also contain forms.

Westlaw, Lexis, and Bloomberg Law all have pages dedicated to resources for practice. You will need to use your judgment about whether the forms or precedent are appropriate for use in real life situations, but they are certainly useful for learning and for idea-generating. If nothing else, they may provide a useful place to start (depending on your client and the availability of precedent from your firm's, client's, or your own past experience), and checklists may help you ensure you aren't missing something. Past experience of your own or that of your mentors, however, will always be worth more than a generalized form or checklist. Keep in mind that you must always tailor documents to the needs of a particular transaction.

Forms and treatises available on the three services are often more time-tested than the "practical" pages, because they had long existed on paper and are now available online. Treatises and their accompanying form resources can be fantastic places to learn more, but may require some digging (some are nearly 80 chapters long!)

In law school, you may well have access to Lexis, Westlaw, and Bloomberg, but while practicing, you may have access to only one, or your access may have wildly different pricing. For that reason, this section is sorted by provider.

These providers reorganize their resources with some regularity. If you don't see the exact title of a resource mentioned below, it is likely still available, just rearranged.

Bloomberg Law

On Bloomberg Law, the Practice Centers - Corporate and Transactional Intelligence Center include a huge range of resources from primary and secondary legal sources, to forms of agreement, checklists and newsletters, as well as treatises and drafting guidance. The Precedent Database within the Transactional Intelligence Center contains sample agreements and other SEC-filed exhibits, and is searchable by industry, law firm, deal size, and other metrics. Sample transaction timelines and detailed sample closing and due diligence checklists, along with drafting checklists for specific types of transactions are available within the Practical Guidance Library. Transaction timelines include example fact patterns and practice pointers.

The Due Diligence Toolkit provides checklists and forms for a variety of transactions.

Within Practitioner Tools there is a Corporate Transactions resource broken down by deal type making it simple to find precedents and tools for private transactions, bankruptcy auctions, etc. It is also possible to walk through a transaction step by step from pre-sale through closing, with checklists, sample letters and agreements, and advice throughout.

BNA Corporate Practice Series Portfolios (especially the Forms of Business Portfolios) (also on Bloomberg Law). This series of frequently updated treatises, written by and for practitioners, covers many aspects of transactional work, including several topics on mergers and acquisitions. The treatise provides extensive references for further in-depth research and for confirming your understanding of the material. It also contains worksheets that can be used in conjunction with the explanatory materials for a step by step comparison of language and intent.

Model Asset Purchase Agreement with Commentary, Model Stock Purchase Agreement with Commentary, Model Merger Agreement for Acquisition of a Public Company, each by the ABA Section of Business Law (Asset: KF1355 .M63 2001, Stock: KF 1466 .A65 M6 2010, Merger: KF 1477 .M63 2011 & on Bloomberg Law). These works are a comprehensive resource for negotiating and documenting an asset purchase, a stock purchase, and a merger, respectively. The model agreement represents a first draft of a transaction agreement and provides detailed commentary on each provision from both the buyer's and the seller's perspectives. Also provided are drafts of the ancillary agreements and exhibits.

American Law Institute-American Bar Association (ALI-ABA) Forms Library (on Bloomberg Law) includes CLE program materials from hundreds of presentation, and includes forms drafted by practitioners. The collection can be searched comprehensively or browsed by topic, such as antitrust, banking and finance, executive compensation, mergers and acquisitions, partnerships and non-corporate entities, and securities law. Forms are accompanied by detailed practice commentary.

Draft Analyzer (on Bloomberg Law). This function, found under Transactional Intelligence Center -- Drafting Tools, allows users to compare language from their own contracts or from EDGAR exhibits with similar agreements in EDGAR filings to determine whether the language is “market-standard” and to find additional precedents.

Westlaw

On Westlaw, the Business Law Center provides quick access to SEC filings, administrative materials from the SEC and the Financial Industry Regulatory Authority, securities filings, forms and precedents, abstracts of recent transactions, and business news. SEC filings and their exhibits can be searched with many different limiting fields. Under Mergers & Acquisitions Transactions, which can be limited to public or private deals, there are also categories for different structures, consideration, or deal types.

Practical Law (also on Westlaw) provides detailed practice notes (including drafting and negotiating tips), annotated standard documents and clauses, and checklists that reflect the positions of various parties. Materials can be searched or browsed by practice area (such as corporate, public and private mergers and acquisitions, private equity), resource type (such as checklists, practice notes, standard clauses), or jurisdiction. Practical Law includes multiple forms on the same subject, which facilitates finding an appropriate form for a specific business context, e.g., a pro-discloser non-disclosure agreement for an early-stage business preparing to disclose information to a prospective investor. Practical Law also includes a helpful glossary and tools for comparing the laws of different states and countries on a variety of topics, such as corporations, executive compensation, and private equity.

Practical Law Connect offers toolkits to walk the reader through the necessary steps of a transaction, including forms, board advice, tips of regulatory filings.

Business Transactions Solutions by Alan S. Gutterman (on Westlaw) is a tool for drafting documents throughout "the life cycle of a business," from planning and launching to business transactions, such as mergers and divestitures. Each chapter includes an executive summary, commentary and practice notes, master forms and clauses, specialty forms, and checklists.

Fletcher Corporation Forms, Annotated, 5th ed. by William Fletcher Meade (KF1411 .F55 2011 and on Westlaw). This comprehensive set includes federal and state forms covering corporations (and other business organizations) from pre-incorporation through dissolution, including various life-cycle events such as consolidations, mergers, financings, and the relevant board actions. Additional explanatory material can be found in the Fletcher Cyclopedia of the Law of Private Corporations (KF1384 .F55 and on Westlaw), to which references are included in the Forms.

Corporate Acquisitions, Mergers, & Divestitures, by Aaron Rachelson (available on Westlaw) is a comprehensive resource on corporate acquisitions, mergers, and divestitures offers expert guidance on tax and nontax considerations for a variety of friendly and hostile transaction structures. In-depth scrutiny of both one- and multiple-step acquisitions, lock-up arrangements, tender offers, clean-up transactions, and divestitures.

Williston on Contracts: Forms, [4th ed.], by Samuel Williston (available on Westlaw). The forms in this set illustrate concepts discussed in the classic treatise Williston on Contracts (also available on Westlaw) and include both transactional and litigation forms. For ease of use, the numbering of the forms corresponds to chapters and sections in the treatise. The forms include practice notes, cross-references to the treatise and other secondary sources, West’s Topics and Key Numbers, and tax notes where appropriate.

Manual of Corporate Forms for Securities Practice, by Arnold S. Jacobs (Available on Westlaw) Provides information and procedural guidance for drafting a wide range of securities and corporate legal documents, with multiple chapters on mergers and acquisitions.

Lexis

On Lexis Advance, resources can be found in a few different locations. Under "Explore Content" - "Mergers & Acquisitions" you will be able to access many of these from one place, from case law to treatises and forms. Lexis Practice Advisor offers a transaction-based view of materials in a variety of practice areas such as Corporate and M&A, and Securities. Each practice area is broken down into detailed topics, and associated forms, cases, statutes, news updates, and secondary sources (Getting the Deal Through, Matthew Bender treatises, etc) are presented when the user selects a topic. Within the Practical Guidance section, forms and checklists are available that contain drafting notes, optional and alternative clauses, and exhibits. There is also an extensive glossary available.

As with the services above, both of these Lexis services permit detailed searches of SEC filings and exhibits with field limiters.

Current Legal Forms, with Tax Analysis by Jacob Rabkin and Mark H. Johnson (KF170 .R3 and on Lexis Advance). This well-regarded treatise and collection of forms includes full documents and clauses, checklists, drafting guidance, and commentary on a variety of transactional (and other) topics, such as joint ventures, corporations, and partnerships. As the title suggests, chapters also provide detailed discussion of the tax background of transactions.

Warren's Forms of Agreements, by Mathew Bender Publishing (Available on Lexis Advance) Contains numerous well-defined, well-prefaced forms covering nearly every transaction that an attorney will encounter in a business practice.

Follow William A. Wise Law Library on:   Facebook     Twitter     YouTube     RSS