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.