Upon completion of this intensive course, participants will be able to:

• Conduct rigorous contract due diligence (CDD) during the M&A process to identify key risks and opportunities.
• Identify and manage "Change of Control" and assignment clauses that impact deal viability.
• Draft and negotiate comprehensive Transition Service Agreements (TSAs) to ensure operational continuity post-closing.
• Structure the definitive contractual documents for a Joint Venture (JV), including governance and exit strategies.
• Address the transfer, integration, or termination of the acquired entity's key commercial contracts.
• Manage the negotiation of warranties and indemnities related to the contract portfolio in the final acquisition agreement.
• Develop contractual strategies for harmonizing and standardizing the combined entity's contract templates.
• Analyze the cultural, operational, and legal risks inherent in cross-border M&A and JV agreements.

• Contract Managers and Legal Counsel specializing in Corporate Development
• M&A Integration and Transition Teams
• Senior Executives and Corporate Strategists
• In-house Legal Staff supporting transactional work
• Risk Management and Financial Due Diligence Specialists
• Commercial Directors responsible for post-merger synergy realization
• Procurement Leaders managing vendor consolidation

• Case studies analyzing successful and failed M&A integrations based on contract issues.
• Group exercise on creating a Contract Due Diligence (CDD) risk report for an acquisition target.
• Workshop on drafting key provisions of a Transition Service Agreement (TSA).
• Role-playing negotiations of a Joint Venture (JV) governance and deadlock clause.
• Discussions on the ethical and confidentiality issues during M&A due diligence.

Unit 1: Contract Due Diligence (CDD) in M&A

• Developing a risk-based methodology for prioritizing contracts for due diligence review.
• Key contract types to target: material customer contracts, vendor agreements, and IP licenses.
• Identifying adverse terms: uncapped liability, exclusivity, Most Favored Nation (MFN), and termination for convenience.
• The use of CLM and AI tools to accelerate and enhance the CDD process.

• Identifying and classifying "Change of Control" (CoC) clauses and their potential veto power.
• Legal and commercial strategies for securing necessary counterparty consents to assignment.
• The financial and operational consequences of a non-assignable material contract.
• Drafting specific contractual provisions in the acquisition agreement to allocate CoC risk.

Unit 2: Post-Transaction Integration and TSAs

• The purpose and typical scope of a TSA (e.g., HR, IT, Finance, Procurement support).
• Structuring the TSA: defining services, service levels, term, and pricing mechanisms.
• Negotiating performance standards, termination rights, and disengagement assistance in the TSA.
• Managing the legal risks associated with separating systems and data under the TSA.

• Developing a strategy for harmonizing contract templates, clauses, and approval workflows.
• Strategies for renegotiating key vendor and customer contracts of the acquired entity for synergy realization.
• Managing the complex legal and commercial issues of combining disparate contract management systems.
• Post-closing contractual obligations, including notice requirements and regulatory filings.

Unit 3: Structuring Joint Venture (JV) Agreements

• Legal structures for JVs (e.g., contractual JVs, equity JVs) and their implications for the contract portfolio.
• Defining the JV's purpose, scope, and initial capital contributions contractually.
• The importance of managing conflicts of interest and non-compete clauses between JV partners.
• Contracting for resources: secondments, shared services, and intellectual property contributions.

• Drafting robust governance clauses: board representation, reserved matters, and deadlock resolution.
• Negotiating buy/sell provisions: Russian Roulette, Texas Shootout, and put/call options.
• Structuring termination events, including material breach, insolvency, and change of law.
• Addressing the distribution of assets, liabilities, and IP upon the dissolution of the JV.

Unit 4: Warranties, Indemnities, and Financial Risk

• Negotiating warranties regarding the validity and enforceability of the target company's contracts.
• Structuring indemnity provisions for known, identified risks vs. general liabilities post-closing.
• Managing the financial caps, baskets, and limitations on indemnity claims in the acquisition agreement.
• The role of escrow accounts and holdbacks as security for contractual indemnities.

• Analyzing the working capital adjustments and "material adverse effect" (MAE) clauses related to contract performance.
• Quantifying the value erosion from contract termination due to CoC issues.
• Developing a negotiation strategy that links contract findings directly to the deal valuation.
• The contract manager's role in financial closing conditions and post-closing adjustments.