This course is a hands-on, "real world" Mergers and Acquisitions seminar. The seminar provides students with practical experience in drafting transaction documents and engaging in negotiations. The ABA Model Asset Purchase Agreement is the basic text book, together with relevant M&A cases, statutes, as well as articles, M&A surveys and other practical materials provided by the instructor. By working from an annotated purchase agreement and related materials, the course is able to focus on developing the legal skills required by an attorney advising a client who is buying or selling a business. The subjects covered will include: alternative transaction structures; letters of intent; acquisition agreement components; due diligence and disclosure schedules; and negotiation of risk allocation.