Mergers and acquisitions (abbreviation M&A) is a transactional law specialty practice area. It is also part of the overall corporate law practice area. It deals with “the succession, takeover, consolidation, purchase, or sale of all or part of the assets or stock of a corporation or enterprise by another corporation,” according to Martindale-Hubbell Lawyers.com areas of law definitions. A paralegal working in this area of the law may expect very complex assignments.
Confidential Business Profile
A paralegal may receive an assignment to prepare a confidential business profile. It is a brief profile of a business used to solicit buyer interest that does not divulge the name of the business profiled, according to the March Group M&A glossary of terms. If interest is expressed after the confidential business profile is distributed, a paralegal may receive a follow-up assignment to draft a confidentiality agreement.
Confidential Business Review
A paralegal may be assigned to prepare a confidential business review after the confidential business profile and confidentiality agreement. A confidential business review is a book containing a comprehensive depiction of a business and its growth opportunities that is sent to potential buyers that have signed the confidentiality agreement, according to the M&A glossary of terms.
Letter of Intent
A letter of intent is a written agreement that delineates the respective preliminary understandings of the parties about to participate in contractual negotiations on a transaction, according to the M&A glossary of terms. A paralegal may be assigned the task of preparing a rough draft of a letter of intent, or with creating a template for the letter of intent within a document management system.
Due diligence is the evaluation of the benefits and the liabilities of a proposed merger or acquisition by inquiring into all pertinent aspects of the past, present and predictable future of the business to be merged or purchased, according to the M&A glossary of terms. Due diligence occurs after the letter of intent is executed. A paralegal’s duties in due diligence may include creating diligence checklists and tracking methods; drafting requests for due diligence documents and disclosure schedules; receiving and tracking due diligence documents; researching and reviewing licenses, permits, intellectual property issues, public records and other relevant issues; and reviewing diligence materials, minute books and company records.
Usually associated with the sale of real estate, a closing is the final meeting at which any type of contract or transaction is finalized. A paralegal’s duties may include preparing a closing agenda or closing checklist; performing Uniform Commercial Code (UCC) financing statement searches and other public records searches; drafting assignments, bills of sale, closing certificates, consents, deeds, employment agreements and stock certificates; finalizing documents, separating signature pages for execution and preparing correct number of signature pages; managing assembly and execution of documents at closing; preparing closing files and bound volumes; and obtaining signatures.