{ "media_type": "text", "post_content": "Advice for attacking the data room and putting together my first sell-side disclosure schedules? (Baby M&A att’y 2 months in). I have an associate mentor who encourages me to flag items I don’t understand and will walk through them with me, but at this point, the only thing I understand is that I don’t even know what I don’t know and what I do know that I don’t know is basically everything.", "post_id": "61a91f593fbb1a0028733bf5", "reply_count": 10, "vote_count": 2, "bowl_id": "5df70ed2f7169f002b172d3f", "bowl_name": "Big Law" }

Advice for attacking the data room and putting together my first sell-side disclosure schedules? (Baby M&A att’y 2 months in). I have an associate mentor who encourages me to flag items I don’t understand and will walk through them with me, but at this point, the only thing I understand is that I don’t even know what I don’t know and what I do know that I don’t know is basically everything.

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Have you made your shell yet? Start there by going through the purchase agreement and pulling out all reps that call for a schedule, doing one per page. Many of the schedules the client will need to weigh in on. I like to knock out easy ones first like subsidiaries, capitalization, and listing of leases, etc. the main beast will be things like consents / no violation and material contracts. You’ll need to review the contracts in the data room to look for change of control or anti assignment language. For those that do, add them to the schedule. remember as seller (and as a junior) it’s better to be over inclusive rather than under! Also, many of these will be populated by specialists like employee benefits and IP folks, but you’ll want to be sure that formatting and any defined terms are consistent.

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Thank you. I do have a shell set up and I appreciate the advice to start with the easy ones. The contract review is daunting and I don’t know where to start.

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For the contract review, agree on the above to use a table on the system. Then add in any additional disclosure requirements (e.g. $ thresholds, special indemnities etc.). That’ll make it easy to list the contracts in the right schedules. I typically keep the disclosure provision in the draft in italics or as an FN so the client knows what we’re responding to.

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I would highly suggest looking for a contract review spreadsheet in your firm system. Those are live savers in terms of organization

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Definitely going to go digging for one of these!

You should ask your mentor for a precedent schedules shell (or find one from that client or that partner in the past on the system)

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Ask for precedent & good luck! And please for the love of all things holy can we retire the term “baby attorney”? You’re a professional. You may be new to the profession, but there aren’t “baby dentists” or “baby bosses” or “baby bankers”. You’re a junior or new attorney, not an infant. You’ve got this!

Fair. Some of the seniors act like babies too…

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