Signing and Closing M&A Transactions Toolkit

A selection of core resources to assist counsel involved in the signing and closing of M&A transactions.

Practical Law Corporate & Securities

A smooth signing and closing is key to the success of any merger or acquisition. Although it may seem routine, the signing and closing of a transaction involves careful detail and preparation. Therefore, counsel must be well organized and prepared so that last minute issues do not hold up the process.

Counsel typically conduct the signing and closing process and take on the responsibility for organizing the process, obtaining signatures, and drafting and negotiating all closing documents. For example, before the signing, counsel must:

  • Finalize the purchase agreement and all exhibits.

  • Ensure that the proper approvals have been obtained.

  • Compile all signature pages.

In preparation for closing, counsel must, among other things:

  • Obtain necessary consents.

  • Draft, negotiate and deliver all closing documents.

  • Satisfy any state law requirements.

  • Ensure that all closing conditions have been satisfied or waived.

  • Arrange for transmission of the purchase price.

The Signing and Closing M&A Transactions toolkit contains continuously maintained resources that assist counsel through the entire signing and closing, from the initial preparation through the post-signing and post-closing. The toolkit also provides helpful guides, checklists and annotated documents to help make the signing and closing a smooth process.

 

Practice Notes

  • Signing and Closing M&A Transactions

 

Standard Documents and Clauses

  • Assignment and Assumption Agreement

  • Bill of Sale (Asset Acquisition)

  • Officer's Certificate: Mergers & Acquisitions

  • Secretary's Certificate: Mergers & Acquisitions

  • Closing Checklist: Private Mergers and Acquisitions

  • Intellectual Property Assignment Agreement

 

Checklists

  • Asset Acquisition Checklist

  • Closing Private M&A Transactions Checklist

  • Stock Acquisition Checklist

  • Corporate and LLC Consents Required for Mergers and Acquisitions Checklist

 

Cross-border Resources

  • Practice Note, Signing, closing and opinions: International Acquisitions

 
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