4th year corporate associate. Mix of m&a and ECVC. Have not drafted many purchase agreements through this point in my career. Have to draft a buy-side merger agreement for a venture-backed target. Have never drafted a merger agreement and am feeling a bit overwhelmed by the task. Any tips and tricks from more senior m&a lawyers appreciated here. The other questions I have which are more general are 1) how do you draft a daunting 50-60 page purchase agreement efficiently? I feel like I still raie

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I’m a mid level without much drafting experience. It happens. I’m very intimidated by merger agreements still.

I think you have to try to mark things up as best you can, and try to control the things you can control - i.e. make sure your section references are immaculate, you use consistent defined terms, etc. If the document generally works then the partner/senior will care less about having to markup the indebtedness definition etc.

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Ask around for a good precedent. ABA has model agmts--look for buyer friendly clauses or middle of the road. Take term sheet and tick off what needs to be drafted. If anything is very thorny, speak with a senior or partner to talk through your approach. Keep good track of defined terms and XRefs.

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*take forever because I feel there are so many things to change that add up even with decent precedent. Any tips on what you all do to draft efficiently are very appreciated. And 2) how to you find good precedent? The partners/seniors I work for never seem to want to help on finding precedent and at my level and lack of drafting many PAs, I just don’t have a robust library of Pas I’ve drafted to turn to or the experience to search the system and know what is pretty on point. In this case especially so since I haven’t drafted a merger agreement before. Thanks all!!!

Wow, is it common to not have drafted a purchase agreement by fourth year? I assume you’re in big law

OP even us senior associates find those merger mechanics to be confusing at times when we do mostly stock or asset deals instead. You are not alone. Find good precedent and do what you can, ask the partner or senior associate for help on things where you get stuck. Try Practical Law and also look at merger agreements on Edgar.

I am at a biglaw firm. As mentioned above, I have drafted a few, just not very many (I think maybe 5-6 and none were mergers - very few of my deals have been mergers).

Would recommend Practical Law’s annotated form of merger agreement. The explanations are helpful.

Thank you to those who’ve responded so far! Really appreciate the helpful suggestions. As a follow up, about how long would you estimate to spend on the agreement assuming decent precedent? Middle ground agreement, deal size is $50m and term sheet is nothing too crazy, about par for the course. Trying to ensure I spend enough time but worried I’ll end up triple the amount of time that should be spent due to lack of familiarity with mergers and just not a ton of purchase agreement drafting as experience

I don’t know there is an average, and even startup clients are less cost-sensitive when it comes to M&A so I wouldn’t sweat it. Take the time you need to do a good job. At any rate, the incremental hours spent on the initial draft will be dwarfed by even one back-and-forth or protracted diligence battle.

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