This recent paper looked at the intersection of M&A and tariffs, which can be imposed quickly and dramatically impact the target's EBITDA before closing or after.

Addressing trade risks is a critical best practice, both in diligence and deal structuring, which may include requiring that the seller assume responsibility for any violations that occurred within the statutory timeframe through indemnity agreements, developing specific escrow buckets or possibly....

The pressure is on deal teams to revamp accounting, integration and due diligence processes that have been thrown into uncharted waters by the COVID-19 pandemic.

In this discussion with Katie Nicoletti (Qualcomm), Jeremy Segal (Progress Software), and Christen Morand (EY) during the annual M&A Conference at the University of Chicago the participants recommended...

This session at the annual M&A Conference at the University of Chicago provided a detailed look at how effective dealmakers - Dustin Intihar (Lubrizol), Abdou Gueye (Zebra Technologies), and Jeff Black (Mercer) - are now approaching human capital due diligence.

The participants outlined a number of methods for identifying people-related operational challenges and looked at specific deal terms that may be employed to impact the future state operating environment including…

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

The impact of the economic downturn and COVID-19 were considered during this discussion on specific deal terms during the annual M&A Conference at the University of Chicago.

Leading dealmakers Mark Legaspi (Intel) and Brett Shawn (Warburg Pincus) were engaged by Matthew Gemello (Orrick) who started the discussion by exploring the important recent change in....

Leaks are highly disruptive to M&A, often pushing deal timelines into overdrive and inflating valuations. Even when that is the intended outcome for a deliberate leak, they add an element of uncertainty that risks backfiring and destroying the deal.

Active corporate development professionals, speaking at Transaction Advisors annual M&A conferences at Wharton San Francisco and Fordham Law New York, discussed key strategies for preventing intentional and unintentional leaks, and how best to...

Companies facing volatility may need to evaluate their existing corporate structural defenses and consider whether to prepare or adopt a stockholder rights plan, or “poison pill”, according to the authors of this timely paper.

To improve the prospects of a positive market and judicial review, defensive measures will likely need to be considered within their jurisdiction’s fiduciary framework and...

Although it’s difficult to assess the turbulence in today’s M&A environment, dealmakers face some exciting opportunities. 

In this wide ranging discussion with Stephen G. Morrissette, Ph.D, is a Visiting Professor of Strategic Management at the University of Chicago's Booth School of Business, we discussed M&A strategy during shaky markets and the challenges that are unique to periods where deal flow slows.

According to Professor Morrissette, a classic mistake is.....

M&A is a tough business, especially when an acquisition target requires a turnaround to reach profitability.

Around 40% of M&A deals require some type of turnaround, whether because of minor problems or other crises, by the buyer to improve the underlying value of the target company. This study analyzes large deals where...

This session at the annual M&A Conference at the University of Chicago provided guidance on the shifting environment for competition reviews in the United States, Europe, and other jurisdictions.

The participants, Morgan Frontczak (Shell), Chuck Webb (FedEx), and Matthew Readings (Shearman & Sterling), commented on specific deal terms that anticipate protectionist views and antitrust challenges associated with conglomerate risk and the merits of negotiating....

Divestitures represented almost two-thirds of strategic deals, by value, during the past decade.

The authors of this study, from the consulting firm Bain & Co., look at divestitures as opportunities to release, “the time, talent and energy tied up in nonstrategic businesses”.  They also point to the freeing of capital for higher growth pursuits as they study companies that use divestitures more often.

Their research on M&A value creation over the past two decades shows that...

In the last few years, additional protectionist pressures are clearly straining the corporate development process as far as timing and risks, but a better understanding of this area is now being woven into the corporate development process. 

In a series of discussions that took place during the recent M&A Conferences at Wharton San Francisco, the University of Chicago, and at Fordham Law New York the corporate faculty explored a range of innovative deal terms and...

Purchasing assets from an insolvent entity on a truncated timeline with limited due diligence and no indemnities is not a process for the financial faint of heart. 

The use of reps and warranties insurance in bankruptcy sales may help both debtors and asset purchasers, according to a new paper from Seyfarth Shaw. 

Transactions that are executed under Bankruptcy Code section 363 can provide a higher value for debtors while simultaneously providing...