By any measure, the Mergers & Acquisitions Committee is the most successful committee of the ABA Business Law Section.[1] The Committee boasts more than 5,000 members—from sixty-one countries on six continents—making it the largest committee in the Section and, by far, the world’s largest forum for M&A lawyers. Committee publications and programs organized and sponsored by the Committee have generated substantial revenue and recognition for the ABA and the Business Law Section over the years.
You might think that the M&A Committee has always been a robust feature of the ABA and that the ABA established the Committee early in its history because ABA leadership knew from the outset that M&A lawyers needed a forum to discuss their deals, their practices, market trends, and legal developments. But that is not the case.
Early Beginnings
The M&A Committee was formed in 1986 under the inspiration and leadership of Pat Garrett (Houston, TX), Karl Ege (Tacoma, WA), and Vince Garrity (Philadelphia, PA), who were then members of the ABA Corporate Laws Committee. They observed that no existing committee of the ABA Business Law Section dealt directly with the legal and practice-oriented issues involved in negotiated acquisition transactions. Committee lore is that they and a few other acquisition lawyers—including Byron Egan (Dallas, TX), Joel Greenberg (New York, NY), and Leigh Walton (Nashville, TN)—met in a conference room at the Dallas–Fort Worth airport in 1986 to talk about forming a new group within the Business Law Section that would focus on transaction practice and process (rather than emphasizing statutory provisions and governmental rules and regulations) and would share their experiences helping their clients get deals done. Walton’s attendance was fortuitous (and a great win for the Committee); she attended in place of a partner of her firm who had been invited but became unavailable. More than two decades later, she became the first woman vice chair and then the first woman chair of the Committee. This grassroots beginning of the M&A Committee was and continues to be one of its great strengths.
Then Committee Chair Rick Climan (lower left) with Vice Chairs (clockwise) Byron Egan, Joel Greenberg, and Leigh Walton (Honolulu, 2006). Photo credit: Tracy Bacigalupo.
The M&A Committee originally had the unfortunate name of the Ad Hoc Committee on Consensual Combinations. It was “Ad Hoc” because it wasn’t initially approved as a committee of the Business Law Section, and the founders were not allowed to call themselves an M&A committee because the larger and more powerful Securities Regulations Committee claimed domain over M&A within the Section by virtue of its work in the area of public tender offers. In 1989, the Ad Hoc Committee on Consensual Combinations became the Committee on Negotiated Acquisitions, and Garrett became its first chair. The Committee was renamed the Mergers & Acquisitions Committee in 2008, several years after it eclipsed the Federal Regulation of Securities Committee as the largest committee of the Business Law Section.
The M&A Committee initially attracted senior lawyers practicing throughout the United States who handled mergers and acquisitions. By 1988, when Nat Doliner (Tampa, FL) attended his first meeting, thirty to forty lawyers attended Committee meetings. The Committee’s primary activity was developing a “model” stock purchase agreement that reflected generally accepted acquisition practices in the United States.
Model Documents: An Early Foundation of the M&A Committee
Deal lawyers working together to develop model documents and related explanatory commentary is a cornerstone of the M&A Committee and continues to be an important aspect of the Committee’s work.
The first publication of the M&A Committee, the Model Stock Purchase Agreement with Commentary (“MSPA”), was published in 1995 under the leadership of David Bronner (Chicago, IL), Greenberg, and an editorial subcommittee that included subsequent chairs of the Committee Rick Climan (Silicon Valley, CA) and Walton. (Climan attended his first Committee meeting in St. Louis in 1989.)
The published work included the names of all members of the M&A Committee and indicated with an asterisk whether a member had attended more than one meeting. Sixty-two names had an asterisk, so you could say that in 1995, the Committee had sixty-two active members.
The detailed explanatory commentary included with the MSPA made the publication an instant hit with practitioners and educators. It provided practical guidance explaining the rationale and authority for key provisions of the model agreement. It was not about case law or regulations but rather the stock purchase agreement itself and how the agreement provisions connected with each other. The interplay of the agreement provisions was illustrated in hypothetical scenarios included with the commentary, which were developed under Climan’s leadership. Deal lawyers sharing their experiences.
The M&A Committee also published the Manual on Acquisition Review in 1995, a companion to the MSPA that provided guidance on due diligence and substantive areas of law that may be implicated by a seller’s representations and warranties in a stock purchase agreement.
As the M&A Committee completed its work on the MSPA, it determined that the next logical project would be a model asset purchase agreement. A task force was created in 1994 (cochaired by Egan and Lawrence Tafe (Boston, MA)), which culminated in the Model Asset Purchase Agreement with Commentary being published in 2001. (Egan went on to serve two terms as vice chair of the Committee.)
The early 2000s were a period of great growth for the M&A Committee. New subcommittees and task forces were established and empowered with projects. Publications proliferated, including the following:
- The M&A Process: A Practical Guide for the Business Lawyer (2005)
- International Stock Purchase Acquisitions (2006)
- Model Joint Venture Agreement (2007)
- International Mergers and Acquisitions Due Diligence (1st ed. 2008; 2nd ed. 2022)
- Model Stock Purchase Agreement with Commentary (2nd ed. 2010)
- Model Merger Agreement for the Acquisition of a Public Company (2011)
- International Joint Ventures: A Guide for U.S. Lawyers (2013)
- Model Tender Offer Agreement (2019)
A second edition of the Model Asset Purchase Agreement with Commentary will be published in early 2026.
CLE and Other Programming
Substantive programs became a feature of M&A Committee meetings in the mid-1990s and became more regular after the MSPA was published. The Committee pioneered the use of the “mock negotiation” as a teaching tool to illustrate the real-world give-and-take of contentious M&A negotiations. The first mock negotiation presentation took place in the late 1990s before a large audience at a meeting at Opryland in Nashville, Tennessee, featuring Climan, Greenberg, Bronner, and other Committee members. Those same presenters, joined by Ege and Walton, later staged a mock negotiation presentation that was broadcast live to a large nationwide audience from a television studio in Washington, D.C. (with presenters in full TV makeup).
Then Committee Chair Leigh Walton with (from left) future Chair Wilson Chu and former Chairs (from right) Rick Climan and Joel Greenberg (2010).
During the same period, the M&A Committee launched the National Institute on Negotiating Business Acquisitions (“National Institute”), originally chaired by Garrity and featuring senior Committee members as presenters and panelists. The National Institute was presented as a separate two-day conference because of the sizable volume of substantive content that was offered. The Committee’s first National Institute was staged in New York City, and subsequent National Institute programs have been presented in Chicago, New Orleans, Miami, Las Vegas, and other locations. The twenty-eighth annual National Institute, cochaired by former Committee Chairs Climan, Greenberg, and Scott Whittaker (New Orleans, LA), took place in November 2025. All past chairs/cochairs of the National Institute served at one time as chair of the Committee.
The National Institute has been used as a forum to provide M&A Committee members—young and more seasoned—with speaking opportunities. For the past twenty years, the centerpiece of the National Institute has been a four-hour mock negotiation panel chaired by Climan and featuring other past Committee chairs.
Today, the M&A Committee sponsors and presents regular educational programs on M&A-related topics, including continuing legal education (“CLE”) programs and other presentations at its committee, subcommittee, and task force meetings and as part of Committee-sponsored webinars. Since the 1990s, the Committee has also disseminated valuable substantive content through its official newsletter, Deal Points, which is published three times a year.
Innovation and Growth
You could say that the “modern era” of the M&A Committee began under Climan’s leadership (chair from 2002 to 2006). In addition to new task forces focused on publications, Climan established the Market Trends Subcommittee, the Subcommittee on Recent Judicial Developments (which was later renamed the Jurisprudence Subcommittee), and the Private Equity Subcommittee. Under the leadership of Whittaker, who later became chair of the Committee, and Jon Hirschoff (Stamford, CT), the Subcommittee on Recent Judicial Developments took on reporting on judicial decisions affecting M&A practice. It began publishing the “Annual Survey of Judicial Developments Pertaining to Mergers and Acquisitions” in the Business Lawyer in 2003.
Discussion at M&A Committee meetings became more substantive under Climan’s leadership, with a new focus on hearing from members of the Delaware judiciary. The strength of the Committee allowed it to foster involvement of federal and state governmental officials, especially Delaware judges. Delaware Chief Justice Myron Steele was a frequent attendee and speaker at Committee meetings during Climan’s term as chair, and Climan’s videos featuring Delaware Chancery Court Judge (and later Chief Justice) Leo Strine were particularly popular with Committee members.
Then Committee Chair Scott Whittaker (far right) with (from left) former Chairs Nat Doliner, Rick Climan, Karl Ege, Leigh Walton, and Joel Greenberg (Montreal, 2016).
Wilson Chu (Dallas, TX) developed a study on “Deal Point Trends in Private Company M&A,” which he presented at a conference of the American Conference Institute (unrelated to the ABA) in March 2001. The consummate generator of good ideas, Chu subsequently shared the presentation with the M&A Committee. (Chu attended his first Committee meeting in 1997, at the suggestion of John Leopold (Montreal, Canada). Leopold, who became a member of the Committee in 1989, was the first Canadian lawyer to join. Today, there are more than 250 Canadian lawyers on the Committee’s membership roster.) Chu recalls the warm welcome he received when he joined the Committee and being impressed with the Committee’s culture, which was focused on building community rather than Committee members building their own individual brand.
Chu’s “Deal Point Trends” report was of immediate interest to M&A Committee members. With Larry Glasgow (Dallas, TX), Chu presented the report over several years until Committee Chair Climan suggested that the study be “transitioned” to the Committee. Hence, Climan established the Market Trends Subcommittee in 2004, initially cochaired by Chu and Glasgow.
Since its first private target deal points study in 2006, the Market Trends Subcommittee has published ten U.S. private target studies (the most recent in December 2025), as well as studies reporting on deal trends in strategic buyer / public target transactions and carve-out transactions and deal trends in Canadian and European private target transactions. The first public target deal points study—chaired by Keith Flaum (Silicon Valley, CA), who went on to become a vice chair of the M&A Committee—also was published in 2006.
In 2002, Climan appointed Chu chair of the M&A Committee’s Membership Subcommittee. (“One of my best decisions as chair,” Climan says.) Chu proposed that access to the deal points studies, while free of charge, be limited solely to members of the Committee. Another great idea from Chu. His plan was implemented, and, in relatively short order, membership of the Committee grew from 800 to more than 2,000. By the summer of 2008, Committee membership exceeded 3,000. It has grown steadily since then.
The M&A Committee also has long had a Technology Subcommittee to guide deal lawyers on evolving technology developments that impact their practice. From the automation of due diligence in the early days of the Subcommittee, until the present, with extensive coverage on the use of artificial intelligence in the M&A practice field, new technologies have been highlighted for members.
Other innovations suggested and introduced by M&A Committee members and leaders over the years are too numerous to mention. But one that cannot go unmentioned is Walton, as chair of the Committee, bringing the Committee to the luxurious and panoramic Montage Hotel in Laguna Beach for its stand-alone meeting in January 2012. Prior to that meeting, the stand-alone meeting was held at a different location each year (chosen by the Committee chair). The Committee has met at the Montage Laguna Beach in January of every year since then, and the success of this location has become a mark of the success of the Committee.
Women in M&A
Women have participated in the M&A Committee from its beginning and have held important leadership positions, although the number of women lawyers who actively participate often has been small. One reason for this undoubtedly is the underrepresentation of women in M&A practice generally.
Jennifer Muller (San Francisco, CA) became vice chair of the M&A Committee in 2012. Muller is an investment banker (one of the Committee’s few nonlawyer members), and she wanted to identify a project where she could have an impact while in leadership. Muller had previously been involved in a group of lawyers and nonlawyers who wanted to increase the participation and retention of women in M&A in the San Francisco Bay Area. Given that experience, one of the group members, Climan, suggested that Muller evaluate why women lawyers remained in short supply and set up a task force to do so.
Thus became the Women in M&A Task Force—formed by Mark Morton (Wilmington, DE), then chair of the M&A Committee, in 2012—which was originally cochaired by Muller and Walton. Rita-Anne O’Neill (Los Angeles, CA), the current chair of the Committee, succeeded Walton as cochair of the task force. The task force set about measuring the composition of M&A lawyers at firms as well as inclinations of law students. The first law firm and law school surveys were conducted in 2014. Muller completed the sixth round of surveys in 2024. An important, consistent finding is that the disproportionately low numbers of women M&A lawyers could be traced to women’s experiences in law schools.
Informed by the survey results, the Women in M&A Task Force set as its mission targeting law schools, creating M&A Committee meeting content, creating a social environment for women to meet and network, and measuring its results. Starting in 2012, female members of the task force visited law schools across the country to talk about their experiences as M&A lawyers.
Since 2017, efforts to encourage women law students to seek out opportunities to become M&A attorneys have been supplemented by scholarships at Harvard Law School and NYU Law School (financially supported by two Committee members who are graduates of those law schools). The scholarships cover the cost of women law students to travel to and attend M&A Committee meetings.
Former Committee Chair Rick Climan with the first class of “M&A Scholars” (New Orleans, 2017).
The Women in M&A Task Force has evolved to become a vibrant and important subcommittee of the M&A Committee, and it continues with the goal of increasing the participation and retention of women in M&A.
Committee Stature, Influence, and Recognition
As it has grown in size and stature over the years, the M&A Committee’s work and activities have had a significant impact on the nationwide practice of M&A and on M&A jurisprudence. As an early example, former Committee Chair Climan is widely credited for having added the term sandbagging to the national M&A lexicon in the 1990s, largely because of his public speaking on the topic (often with Greenberg) and his other work on behalf of the Committee. The Committee’s model document commentary and other work product have been cited numerous times by Delaware and other courts and in articles appearing in prestigious law reviews and other published sources. Educational programs sponsored by the Committee, such as the annual National Institute, draw hundreds of enthusiastic attendees and raise substantial revenues for the ABA and the Business Law Section.
The M&A Committee also continues to influence law students to become M&A lawyers. In addition to the work of the Women in M&A Subcommittee, under the leadership of Chu and Michael O’Bryan (San Francisco, CA), chair of the committee from 2021 to 2024, the Committee has since 2023 organized a “MAC Cup,” where law students compete in a mock deal negotiation competition. One hundred and sixty-five teams from ninety-five law schools applied to participate in the 2025–2026 competition. Sixty-four teams from forty-seven law schools were selected and competed in several rounds of live (Zoom) negotiations, judged by members of the Committee. The final four teams won an all-expense paid trip to Laguna Beach, California, and competed for the championship (including scholarship funds) at the Committee’s annual stand-alone meeting in January 2026.
Committee Chair Rita Anne O’Neill presenting a trophy to winners of the 2025 MAC Cup (Laguna Beach, January 2025).
It’s Really All About the People
The M&A Committee was founded on the idea that deal lawyers learn best from other deal lawyers about how to get deals done. On that foundation, the Committee has built a tradition of excellence, intellectual rigor, and scholarship, as well as innovation—and, from that, a community of friends.
In a 2010 issue of Deal Points, Walton eloquently wrote: “Most of you view the Committee as a family. We participate in this Committee not only to learn, but also to network. And when we network, we form friendships.”
We owe a debt of gratitude to past and present leaders of the M&A Committee and its subcommittees, task forces, and project teams, and active members of the Committee, for creating a forum for learning, making friends, and elevating the skills of all deal lawyers who participate on the Committee. The contributions of many have contributed immeasurably to the success of the Committee.
The M&A Committee continues to evolve with the practice and the times and is secure in its place for at least another forty years.
Chairs of the ABA Business Law Section Mergers & Acquisitions Committee:
J. Pat Garrett – 1989–1991
Karl J. Ege – 1991–1995
Vincent F. Garrity Jr. – 1995–1998
Nathaniel L. Doliner – 1998–2002
Richard E. Climan – 2002–2006
Joel I. Greenberg – 2006–2009
Leigh Walton – 2009–2012
Mark A. Morton – 2012–2015
Scott T. Whittaker – 2015–2018
Wilson Chu – 2018–2021
Michael O’Bryan – 2021–2024
Rita-Anne O’Neill (Current) – 2024–2027
This article was first published in the Winter 2026 issue of Deal Points, the newsletter of the ABA Business Law Section Mergers & Acquisitions Committee. It was developed following interviews with several past chairs and other longtime members of the Business Law Section M&A Committee, some of whom reviewed and provided comments on early drafts. Their input and comments are gratefully acknowledged. ↑
