Advising Client on Acquisition of Unbuilt Renewable Energy Projects in Massachusetts
law
Description
Advising Client on Acquisition
of Unbuilt Renewable Energy Projects in Massachusetts
Due: On date to be assigned in class, by noon that day
Your client, Sol R., sends you the attached memo and
materials, asking you to apply what you’ve learned about deals and contract drafting,
taking account of issues set forth in his memo and other attached legal memos
from his prior counsel. You will draft
either an A.P.A. or a stock purchase agreement, as you choose. He also wants you to draft a memo (there is a
maximum limit that it be no more than 10 pages single-spaced) to him explaining
your approach to issues and decisions that you’ve made (which as we discuss in
class, can include why, what remains unresolved, what additional decisions your
client needs to make, risk allocation and financial choices and implications, and
your strategy or approach to aspects of this potential deal). You also can draft a short memo (should not
exceed 2 pages single-spaced) to counsel for the Seller, to be a cover memo with
your draft A.P.A. or stock purchase agreement when you send the A.P.A. to him/her. This exercise includes both memos and an A.P.A.or
stock purchase agreement.
You are going to draft and turn into Professor Ferrey:
(i) An Asset Purchase Agreement (if you want, you
can use your prior A.P.A. as your starting point), you can reference schedules,
Attachments, or Exhibits, but do not need to draft those), or you can draft a
share purchase agreement if you prefer – the document you choose to draft can
be independent of your advice to the client re:
which form is better suited to this potential purchase;
(ii) an accompanying memo (no
longer than 10 pages) to your client explaining how you see the issues and choose
to manage them, what you have and have not done and why, and how this protects or
doesn’t protect your client’s interests, and
(iii) an accompanying memo (no
longer than 2 pages) to the Seller Bright Source attorneys (representing the
other side) to accompany your draft deal document (A.P.A. or stock share purchase
agreement) when it is sent to them.
