In-House Starters: M&A and Strategic Transactions

Write an internal note explaining how change-of-control clauses can impact a merger or acquisition.

Summarize regulatory filings/approvals that may be required in cross-border M&A involving a US company.

Explain what an earnout is and list protections a seller should request.

Summarize the main risks in a joint venture agreement and what to clarify before signing.

Explain what a no-shop clause is and how it protects parties in an acquisition.

Generate a sample covenant requiring seller transition support for 90 days post-close.

List typical reps and warranties in a stock purchase agreement and explain why they exist.

List key due diligence questions for acquiring a software company, focused on the highest-risk areas.

Draft a standstill clause to prevent the other party from pursuing a competing opportunity during negotiations.

Draft a confidentiality clause for use in a term sheet during M&A discussions.