Law 988 - M&A Due Diligence
J.D. UCLA School of Law, 2011
The due diligence process is essential to all transactions. Without it, parties to a transaction will be unable to make informed decisions about their involvement in such transaction, including with respect to financial matters, key non-economic factors, risk allocation and post-transaction planning. Understanding the due diligence process is also fundamental to a junior attorney’s professional growth – a thorough comprehension of the process is a necessary foundational building block of a successful transactional legal practice.
The learning curve is quite steep. Inexperienced attorneys are expected to analyze potentially overwhelming amounts of complex contractual provisions and carefully weigh other material considerations. Such analysis may involve interpreting significant amounts of legal or other technical terminology that most have never encountered. This course is designed to demystify the due diligence process and other elements of transactional law through hands-on, practical training.
By the end of this course, students will:
- understand elements of transactional law, specifically the due diligence process in the context of an M&A transaction, and garner a deep appreciation for how due diligence plays a role in a broader transaction for purposes of addressing the needs of clients;
- be capable of executing due diligence projects at the level of a first-year or second-year transactional associate attorney;
- develop skills to (a) critically and efficiently review and analyze contracts and agreements related to corporate law and various specialty legal fields, including real estate, intellectual property, employment and debt finance, and (b) draft disclosure schedules and other documents intimately tied to the due diligence process; and
- have an initial perspective of practical and business considerations relevant to certain types of M&A transactions.