merger-agreement

name	merger-agreement
title	Merger Agreement
description	Drafts U.S. merger agreements for M&A transactions covering merger structure and mechanics, consideration, equity treatment, reps and warranties, covenants, closing conditions, termination, and indemnification. Use when drafting or revising a merger agreement, negotiating statutory/triangular/reverse mergers, or handling purchase price, earnouts, escrow/holdback, MAE, HSR clearance, or closing deliverables.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/merger-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting","transactional"]

Merger Agreement

Draft a signing-to-closing merger agreement reflecting agreed structure, economics, and risk allocation.

Prerequisites

1. Parties and structure — legal names, formation jurisdictions, surviving entity, merger type.
2. Consideration — cash/stock mix, exchange ratio, earnout/contingent terms, escrow/holdback.
3. Capitalization — cap tables, equity awards, convertibles, appraisal rights applicability.
4. Diligence inputs — financials, material contracts, IP, litigation, regulatory items.
5. Regulatory/tax plan — antitrust, securities, foreign investment review, tax treatment intent.
6. Timeline and approvals — board/stockholder approvals, outside date, conditions, financing.
7. Ancillary docs — voting agreements, support letters, employment/retention, escrow, registration rights.

Output Structure

1) Document Skeleton

MERGER AGREEMENT
- Parties; Effective Date; Recitals
1. Definitions
2. The Merger; Effective Time; Effects
3. Merger Consideration; Payment Mechanics
4. Treatment of Equity Awards
5. Representations and Warranties of the Company
6. Representations and Warranties of Parent/Merger Sub
7. Covenants (Pre-Closing; Post-Closing)
8. Conditions to Closing
9. Termination
10. Indemnification (or Remedies)
11. Miscellaneous
Signatures
Exhibits and Schedules

2) Workflow

1. Confirm transaction map — parties, merger steps, filings, closing sequence.
2. Draft mechanics and economics — effective time, consideration flow, equity conversion.
3. Allocate risk — reps, covenants, conditions, termination fees, indemnification.
4. Add governance and post-close — board/officers, employee matters, transitional covenants.
5. Attach schedules/exhibits — disclosure schedules, charter/bylaws, ancillary agreement forms.
6. Quality pass — defined terms, cross-references, closing deliverables, schedule conflicts.

3) Section Drafting Reference

Section	Required Inputs	Drafting Notes
Preamble/Recitals	Parties, purpose, structure	Identify merger form and intended effective time
Definitions