| 1 | Certificate of Merger (DE): Corporations A Delaware certificate of merger for the merger of corporations pursuant to Section 251 or 252 of the Delaware General Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 2 | Certificate of Merger (DE): LLCs A Delaware certificate of merger for the merger of a Delaware corporation and a Delaware LLC with the Delaware LLC as the surviving company. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 3 | Certificate of Merger (NY): Corporations A New York certificate of merger for the merger of corporations pursuant to Section 904 or 907 of the New York Business Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 4 | Certificate of Merger (NY): LLCs A New York certificate of merger for the merger of a business entity and a limited liability company into a limited liablity company pursuant to Section 1003 of the New York Limited Liability Company Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 5 | Confidentiality Agreement: Mergers and Acquisitions A standard form of confidentiality agreement to be used in connection with an acquisition. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 6 | Due Diligence Request List: Public Mergers & Acquisitions A general legal due diligence information request list to be used in connection with the acquisition of a public company. This request list does not does not cover business due diligence (other than general financial information). | Standard Documents | Maintained |
| 7 | Due Diligence Summary Template: Agreements This is a due diligence summary template to be used when reviewing and summarizing agreements in the context of a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 8 | Due Diligence Summary Template: Merger and Acquisition ... This is a due diligence summary template to be used when reviewing and summarizing stock purchase, asset purchase or merger agreements as part of the due diligence review in a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 9 | Due Diligence Summary Template: Organizational Documents This is a due diligence summary template to be used when reviewing and summarizing organizational documents in the context of a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 10 | Exclusivity Agreement An exclusivity agreement to be used in connection with an M&A transaction. This Standard Document has integrated drafting notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 11 | Memorandum: Review of Representations and Warranties in a ... A form of memorandum for in-house counsel to instruct members of the board of directors or officers of a target company on reviewing representations and warranties in a purchase agreement for an M&A transaction. The memorandum generally explains the purpose of representations and warranties, how representations are commonly qualified, how the disclosure schedules work together with the purchase agreement and the impact of representations and warranties on a transaction. | Standard Documents | Maintained |
| 12 | Merger Agreement (Pro-Buyer) A long-form agreement for the acquisition of a US public corporation by merger, drafted in favor of the buyer. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 13 | Merger Agreement (Tender Offer, Pro-buyer) A long-form agreement for the negotiated acquisition of a US public corporation structured as a front-end tender offer followed by a merger, drafted in favor of the buyer. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 14 | Officer's Certificate: Mergers & Acquisitions Form of officer's certificate (sometimes called a closing certificate) to be used in connection with M&A transactions. | Standard Documents | Maintained |
| 15 | Secretary's Certificate: Mergers & Acquisitions Form of secretary's certificate to be used in connection with M&A transactions. | Standard Documents | Maintained |
| 16 | Transaction Checklist: Spin-offs A transaction checklist highlighting the key matters and issues that should be considered by a company and its advisors before, and while conducting, a spin-off transaction. | Standard Documents | Maintained |
| 17 | Voting Agreement A voting agreement to be used in connection with the acquisition of a public company. This agreement sets out the terms and conditions by which a target company's stockholder agrees to vote in favor of a merger transaction. It is drafted in favor of the buyer, but aims to be reasonable and includes provisions commonly included in many voting agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |