Business & Company Research Guide

Mergers and Acquisitions

Information Attorneys Need

  1. Company Financials: Detailed financial statements, including balance sheets, income statements, and cash flow statements.
  2. Corporate Structure: Information on the organizational structure, including subsidiaries and affiliates.
  3. Contracts and Agreements: Existing contracts, leases, and agreements that the target company is a party to.
  4. Intellectual Property: Details on patents, trademarks, copyrights, and any pending IP litigation. (outside of the scope of this research guide).
  5. Regulatory Compliance: Information on compliance with industry regulations and any past or ongoing regulatory issues.
  6. Employee Information: Details on employee contracts, benefits, and any labor disputes.
  7. Litigation History: Information on any past, pending, or potential litigation involving the target company.

Key Documents Used

  1. Letter of Intent (LOI): Outlines the preliminary agreement between the buyer and seller.
  2. Non-Disclosure Agreement (NDA): Ensures confidentiality of shared information during the due diligence process.
  3. Due Diligence Checklist: A comprehensive list of documents and information needed for thorough investigation.
  4. Purchase Agreement: The main contract detailing the terms and conditions of the sale.
  5. Employment Agreements: Contracts for key employees to ensure their retention post-acquisition.
  6. Non-Competition and Non-Solicitation Agreements: Protect the value of the acquired business by restricting competition from the seller.
  7. Consents and Approvals: Necessary approvals from relevant parties, including shareholders and regulatory bodies.

Databases and Websites

Deal Information
  1. PitchBook: Provides detailed information on M&A deals, including deal structure, participants, and financials. This is a subscription database, not available at UC Law SF.
  2. Deal Point Data: Offers comprehensive information on merger agreements, corporate governance, IPOs, high yield debt covenants, spin-offs, and proxy fights. This is a subscription database, not available at UC Law SF.
  3. The Deal: Provides in-depth coverage and analysis of M&A activities, including deal announcements, market trends, deal structures, and rankings of financial and legal advisors. This is a subscription database, not available at UC Law SF.

Since UC Law SF does not have databases that specifically focus on M&A deals, you may need to research news sources for announcements of deals.

 
Document Templates & Sample Documents
  1. LexisNexis Practical Guidance and Westlaw Practical Law: Offer access to a wide range of legal documents, cases, and analysis relevant to M&A.
  1. Any SEC filings database: These will have some of the key documents listed above, but rarely have the M&A agreements themselves.

How to Research Deals

These two short YouTube videos provide more context on how to use the available resources to find information on deals.