The M&A Lawyer Blog Publishes Forms Database
Mergers & Acquisitions practice relies heavily on the use of forms and precedent. They are the very foundation of what we do. Absent an eidetic memory, even the most accomplished M&A attorneys need precedent consents, agreements, certificates, checklists, filings and other documents to consummate a transaction, and the quality of the forms used directly impacts the allocation of rights and obligations of the parties and, ultimately, the success or failure of the deal. In this light, The M&A Lawyer Blog has created an M&A forms database consisting of carefully curated, high quality forms and precedent created by top law firm attorneys, including purchase agreements, merger agreements, escrow agreements, closing certificates, consents and more.
Each document in our M&A forms database is available for purchase in Microsoft Word format and reflects what is, in my opinion, a reasonable starting point for drafting and negotiation. That is not to say that each document is ideally suited to every circumstance or to your specific transaction. On the contrary, each document will almost certainly need to be customized for your deal, and you are strongly encouraged to engage a qualified M&A attorney in connection with doing so.
Our M&A forms database is set forth below.
M&A Forms Database
Ancillary Documents
Form of Term Sheet – Private M&A Transaction – Asset Purchase for Cash
Provides for (1) purchase price adjustments, (2) restrictions on the seller's pre-closing sales practices, (3) obtaining landlord estoppels for transferred real property leases, (4) treatment of expected insurance proceeds, (5) treatment of transfer taxes, (6) closing conditions, (7) treatment of retail facilities that cannot be transferred at closing on account of a failure to obtain third party consents, (8) an indemnity escrow and (9) seller indemnification. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Legal Due Diligence Request – M&A
Medium length form. Heavy requests associated with intellectual property and environmental risks. Length: 17 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Legal Due Diligence Memo, Including Short Due Diligence Request – Private Transaction
Appropriate for small to medium size transaction. Contains interesting disclaimers and identifies assumptions. Length: 17 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Exclusivity Agreement Extension – Short
Simple one-page letter agreement amending expiration date of exclusivity period. Length: 2 pages | Format: Microsoft Word
$15 - PurchaseView SampleForm of Exclusivity Agreement – Short
Short form does not include provisions with respect to due diligence access, expenses or confidentiality. Includes abbreviated governing law, specific performance and other miscellaneous provisions. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Exclusivity Agreement – Private Company Acquisition
Medium-length form does not include provisions with respect to due diligence access or expenses. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Definitive Bid Letter
Form of letter typically delivered by a prospective buyer to a target company or its representatives stating the buyer's interest in acquiring the target company. Includes a summary of terms of the offer, including the proposed transaction structure, form and amount of consideration (purchase price), financing sources, remaining due diligence to be conducted, required consents, the timing to closing of the deal and confidentiality. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of M&A Auction Process Letter – Public M&A
Letter from a target company financial advisor to prospective acquiror setting forth guidelines for submitting an acquisition proposal. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Escrow Agreement for Public Buyer, Private Target Merger – Cash Escrow Property – Fully Negotiated
Involves multiple seller parties, necessitating coordination with seller representatives. Provides for (1) an environmental remediation set-aside, (2) distributions upon written agreement or pursuant to a court order and (3) USA Patriot Act disclosures. Length: 14 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Certificate of Formation of LLC
Single member, manager managed. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of M&A Closing Checklist – Private Asset Purchase
Detailed M&A closing checklist of more than 50 actions that need to be taken and documents that must be delivered for a complete asset purchase transaction, from signing to post-closing. Includes all transaction agreements, resolutions and closing deliverables. No gap period between signing and closing. Length: 5 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of M&A Closing Checklist – Private Stock Purchase
Detailed M&A closing checklist of more than 60 actions that need to be taken and documents that must be delivered for a complete stock purchase transaction, from signing to post-closing. Includes all transaction agreements, resolutions, closing deliverables, CFIUS and HSR filings, escrow, gap period between signing and closing and third party consents. Length: 8 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of M&A Transition Services Agreement
A customary agreement effective at closing of an M&A transaction pursuant to which the seller agrees to provide certain ongoing services to the buyer and target company for a period of time to assist with the transition. Transition Services Agreements like this are typically used when the seller is an operating company selling a subsidiary, division or other portion (but not all) of its operations. Length: 7 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Escrow Agreement – Private M&A Transaction – Initial Escrow Agent Draft
An example Escrow Agreement to govern the deposit, maintenance and distribution of cash and other assets to be used for post-closing indemnification. Draft prepared by bulge bracket financial institution. Reflects agent-friendly provisions. Contemplates seller stockholder representative. Length: 12 pages | Format: Microsoft Word
$50 - PurchaseView SampleClosing Deliverables
Form of M&A Closing Certificate – Fully Negotiated
Buyer's certificate bringing down reps and warranties and confirming compliance with covenants. Length: 1 page | Format: Microsoft Word
$25 - PurchaseView SampleForm of Assignment & Assumption Agreement – LLC Interests
A short, simple instrument effecting conveyance of limited liability company ownership interests. Contains very limited representations and warranties. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Officer’s Closing Certificate
A model officer's certificate delivered at closing and certifying the buyer's compliance with representations, warranties and covenants required to have been complied with prior to closing. Length: 1 page | Format: Microsoft Word
$25 - PurchaseView SampleForm of Bill of Sale – Attachment to Asset Purchase Agreement
Instrument through which title to tangible personal property and certain other assets may be transferred at closing of an asset sale. Includes a further assurances covenant and grant of power of attorney to buyer. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleConfidentiality Agreements
Form of Short, One-Way Confidentiality Agreement – Individual Recipient
Extremely simple, pro-discloser, one-way non-disclosure agreement containing optional, bracketed language. Intended for early-stage discussions with a potential employee or individual service provider. Length: 1 page | Format: Microsoft Word
$25 - PurchaseView SampleForm of Short, One-Way Confidentiality Agreement – Entity Recipient
Extremely simple, pro-discloser, one-way non-disclosure agreement containing optional, bracketed language. Intended for early-stage discussions with a potential commercial service provider. Length: 1 page | Format: Microsoft Word
$25 - PurchaseView SampleForm of Confidentiality Agreement Between Potential Parties to Unsolicited Public M&A Transaction – Fully Negotiated
Governs the treatment of existence of, and information exchanged at, a preliminary meeting between parties to discuss a potential transaction. Does not contain a standstill but does contain a broad indemnity and entitlement to injunctive relief. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Confidentiality Agreement – One-Way; Public Company Discloser – Very Short
A bare-bones form of confidentiality agreement. Length: 1 page | Format: Microsoft Word
$25 - PurchaseView SampleForm of Confidentiality Agreement – One-Way; Public Company Discloser
Reasonable one-way non-disclosure agreement. Includes an employee non-solicitation provision and submission to jurisdiction in California. Appropriate for use by private companies or by companies outside of California with minor modifications. Length: 4 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Confidentiality Agreement – Mutual; Public Company Parties
Reasonable mutual non-disclosure agreement containing optional, bracketed language. Includes an employee non-solicitation provision. Appropriate for use by private companies or by companies outside of New York with minor modifications. Length: 5 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Confidentiality Agreement – Mutual; Public Companies
Reasonable mutual non-disclosure agreement containing optional, bracketed language. Includes an employee non-solicitation provision and submission to jurisdiction in California. Appropriate for use by private companies or by companies outside of California with minor modifications. Length: 4 pages | Format: Microsoft Word
$25 - PurchaseView SampleConsents & Resolutions
Form of Written Consent of Sole Stockholder Approving Merger
Simple consent approving M&A transaction. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Unanimous Written Consent of a Board of Directors – Approving Merger & Issuing Shares
Appropriate for a private transaction. Includes HSR filing threshold determination. Must be updated to reflect subsequent increase in HSF filing threshold. Length: 4 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Board Resolutions Approving M&A Transaction – Buyside
Includes approval of financing documents and ancillary agreements. Deal involved cash consideration. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Lender Consent to M&A Transaction
To be used to obtain buyer lender consent to an acquisition. Contemplates secured and guaranteed debt. Length: 7 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of LLC Members – Approval of Purchase Agreement – Sale of Assets
Subsidiary approval of an asset sale effected via a two-step transaction involving an initial transfer of assets to a holding company and the subsequent sale of the holding company LLC interests to a third party buyer. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of LLC Members – Approval of Board Size
Approves an increase in the size of the board of directors of the LLC in connection with the company's issuance of additional interests to a new member. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of LLC Manager – Approval of Sale of LLC Interests & Admission of New Member
Approves an assignment of a member's limited liability company interest to an unaffiliated third party, admission of the assignee to as a member of the LLC and waiver of the company's right of first refusal relating to the assignment. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of the Board of Directors of LLC – Approval of Units Issuance, Repurchase and Related Transactions
Provides for (1) issuance of new membership interests to investors, (2) repurchase of employee membership interests and (3) the admission of new investors as members of the LLC. Length: 4 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of the Board of Directors of LLC – Approval of Distribution of Members
Complex set of recitals and resolutions relating to compliance with the LLC operating agreement and applicable credit agreement covenants and approval of a distribution to members. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of the Board of Managers of LLC – Approval of Acquisition
Buy-side approval of stock purchase and intellectual property license. Includes a power of attorney through which managers may act on behalf of the board. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of the Board of Directors of LLC – Approval of Sale of LLC Interests & Admission of New Member
Approves the transfer of existing members' membership interests to unaffiliated third parties, the withdrawal of the transferors from the LLC and the admission of the transferees to the LLC as members. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of the Board of Directors – Approval of Asset Acquisition Transaction
Provides for approval by a corporation's Board of an asset purchase and the related transaction documents, including a transition services agreement, waiver agreement and guaranty agreement. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of Sole Member of LLC Approving Merger
A simple consent needed for the sole member of a limited liability company to approve an M&A transaction. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of Board Appointing Officers & Amending Bylaws
Adopts amended and restated bylaws, establishes corporate offices, appoints officers and grants banking authority to specified officers. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Written Consent of Sole Stockholder – Approval of Purchase Agreement – Sale of Assets
Parent company approval of an asset sale effected via a two-step transaction involving an initial transfer of assets to a holding company and the subsequent sale of the holding company LLC interests to a third party buyer. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SamplePrincipal Transaction Agreements
Form of Bill of Sale Conveying Supplies, Inventory, Fixed Assets, Leases, Other Contracts and Permits – Buyer First Draft
A complex bill of sale conveying multiple asset types. Includes excluded assets, assumed liabilities, reps and warranties, post-closing covenants and indemnity. Can serve as a stand-alone instrument without an asset purchase agreement. Length: 7 pages | Format: Microsoft Word
$50 - PurchaseView SampleMerger Agreement – Public Company Acquisition of Private Company with Large Stockholder Base
A fully-negotiated model Merger Agreement appropriate for a public company's acquisition of a private company with a broad stockholder base. The transaction involved (1) a combination of cash and stock consideration, (2) an earnout, (3) public M&A deal protections and share exchange mechanics, (4) a stockholder representative, (5) post-closing indemnification (with basket and cap) and escrow, (6) a working capital adjustment, (7) a 19.9% cap on purchaser share issuance to comply with Nasdaq listing rule 5635, (8) a target stockholder lockup, (9) a California Section 3(a)(10) fairness hearing, (10) purchaser board representation, (11) assumption of target stock options and (12) a special foreign tax indemnity. Length: 123 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of Stock Purchase Agreement – Sellside Auction Draft
A pro-seller form of stock purchase agreement for a private M&A transaction. Includes a purchase price adjustment, gap period between signing and closing (during which closing conditions will be satisfied), a Section 338(h)(10) election provision and limits on indemnification. Length: 44 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of Asset Purchase Agreement – Pro-Buyer First Draft
Draft APA for a private sale of a chemical business. Includes inventory purchase price adjustment, non-compete, dollar-one basket, right of setoff, specific environmental indemnity and seller parent indemnity. Length: 70 pages | Format: Microsoft Word
$100 - PurchaseView Sample* * *
Erik Lopez is the M&A lawyer responsible for this blog. Feel free to contact Erik at erik@jassolopez.com or +1-214-601-1887.
Erik Lopez
Partner at Jasso Lopez PLLC
Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law. You can reach Erik at erik@jassolopez.com.