Commercially Available Materials


Robert N. Anthony and Leslie Pearlman Breitner

Essentials of Accounting

This book is a "self-teaching, self-paced" introduction to financial accounting. It covers balance sheets, income statements, and statements of cash flows. The Fuqua School of Business at Duke University assigns this textbook as summer reading for entering students. Lawyers will understand it.

Conducting a Due Diligence Review

These materials offer training in performing corporate due diligence. They were developed by ALI-ABA, the Practising Law Institute, and Continuing Education of the Bar (California) in collaboration with U.S. and Canadian law firms. The materials simulate a due diligence investigation in connection with the acquisition of an operating subsidiary. Lawyers review a due diligence request list, minute books, corporate stock book, and contracts. In working through the exercises, lawyers learn how to apply their analytical and reasoning skills to a due diligence investigation, as well as the salient substantive issues that should be explored in a due diligence investigation. These materials are excellent.

Harvard Business School

Harvard Business School is a terrific resource for teaching materials: its course materials are available for purchase on-line. Problems sets are available, for example, on the statement of cash flows and financial analysis. Additionally available are HBS professors' Notes on such topics as auditor's reports, venture capital, bank loans, mergers and acquisitions, and ethics in business transactions.

Negotiating and Drafting the Acquisition Agreement

These materials were developed by ALI-ABA, the Practising Law Institute, and Continuing Education of the Bar (California) in collaboration with U.S. and Canadian law firms. The interactive exercises are based on the same hypothetical as the due diligence materials previously described: an acquisition of a wholly-owned subsidiary. Through these exercises, lawyers gain an understanding of representations and warranties, covenants, conditions precedent, purchase price adjustments, and indemnification.

NITA

Transactional Practice: Quality Paper Products - Purchasing a Closely Held Business

The exercises in these materials include the negotiation of the sales price and the drafting of an asset purchase agreement, an employment agreement, and a consulting agreement. The exercises also raise various ethical issues.

VC Experts

VC Experts sponsors a web site devoted to venture capital. It features self-paced on-line courses, a research data bank, form agreements with commentary, and hyperlinks to other sites devoted to venture capital. One professor teaches an entire course on venture capital using this site.

NITA

Transactional Practice: A Friend in Need - Forming a Nonprofit Corporation

These materials examine the documents and the issues involved in establishing a nonprofit corporation to help the homeless. Among the topics covered are retainer agreements, corporate organizational documents (certificate of incorporation and by-laws), tax exempt status, and fund raising contracts.

Computer-Assisted Legal Instruction (CALI)

CALI provides e-learning exercises. Although the exercises were originally created for law students, some of the exercises are appropriate for junior lawyers. Access is limited to member law schools and law firms. The available exercises include the following: Conditions by Scott Burnham; Drafting Contracts Using Shall, May and Must by Debra Cohen; Drafting with And and Or by Marjorie McDiarmid; Letters of Intent and Other Formal Preliminary Agreements by Jennifer Martin; and Punctuation and Grammar Basics for Law Students by Wayne Schiess.

SSRN

Social Science Research Network

The SSRN disseminates scholarly working papers and forthcoming papers. In addition, it disseminates case studies that law and business professors use in their courses. New case studies are added on a regular basis. Several of the case studies available follow. Many more are available, generally at no charge.

Susan Chaplinsky and April Triantis

SSRN -- SecureNet, Inc.: Series A Round

This case study involves an entrepreneur who is trying to secure a first round of venture capital financing.

Victor Fleischer and Geoffrey W. Smith

SSRN -- Columbia Venture Partners-Medtech Inc.

In this case study, Columbia Venture Partners, a venture capital fund, considers an investment in MedTech Inc., a developer of medical devices for the heart. While working through these materials, lawyers learn about the salient issues that must be addressed when negotiating and drafting a venture capital agreement.

DealLawyers.com

DealLawyers.com provides legal information on mergers and acquisitions, joint ventures and private equity. Their services include webcast training programs, articles, an on-line document library, and discussion forums. The Board of Advisors culls its members from the top M&A firms.

Thomas F. Hellmann

SSRN -- Symantec Corporation: Acquiring Entrepreneurial Companies

This case study looks at how a company manages an acquisition: how it finds a target, performs due diligence, and structures the transaction.

Victor Fleischer

SSRN -- Streetwatch

This case study concerns a startup company that must choose between two investment offers. Lawyers must weigh the pros and cons of the offers and decide which is most advantageous.

Carolyn E.C. Paris

How to Draft for Corporate Finance

This book includes general instruction on drafting and specific instruction on the drafting of corporate finance agreements. Exercises are included. Ms. Paris is a former partner of Davis Polk & Wardwell. She was also the Director of Practice Information and Professional Development at that firm.

Jason Mark Anderman

WhichDraft.com

Free automatic contract assembly web site.