Thinking of the key factors for acquisition success, most experienced M&A professionals would discuss the importance of sales, operations, human resources and finance. However, one corporate function often forgotten from the integration equation is marketing, which drives the organization’s value proposition to its customers and details the company's brand image and story. 

The authors of this paper, from McKinsey & Co., suggest....

Margot Miller is currently the head transactional lawyer at Anheuser-Busch InBev, in addition to her responsibilities for securities and antitrust.

Miller discussed a number of current antitrust considerations and also offered perspective on negotiation methods 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...

This session considered tax issues in due diligence, the tax benefits of various M&A structures, and looked at key tax provisions in acquisition agreements. 

The participants Lee Morlock, Esq., Partner at Kirkland & Ellis; Gene McCluskey, Vice President, Tax at CF Industries; and Michelle Baxter, Senior Director, Tax Planning & International Tax at Fortune Brands Home & Security offered perspective on recent tax developments that may impact transaction planning and explored the increasing use of...

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...

Frameworks for developing realistic synergy targets were debated during this session as the participants drilled into the interplay between term sheets and post-close operating dynamics, considered occasions for limited post-merger integration, contemplated variations in deals where there is a minority or venture investment, and considered approaches that may make a future divestiture feasible. 

Dawn White, Manager, M&A Integration - Corporate Development at Corning; Eileen Kamerick, Member, Board of Directors at AIG Funds, Associated Banc-Corp, Legg-Mason Closed-End Mutual Funds and Hochschild Mining; and Ken Kotylo, Vice President of Acquisitions & Corporate Development at Telephone and Data Systems (TDS) drilled into the interplay between term sheets and....

The global spread of the coronavirus has disrupted merger review procedures, as the authors of this paper explain. Dealmakers should expect delays in the antitrust review of notified transactions and material extension of prenotification reviews, with some non-U.S. agencies refusing to accept formal notifications.

Only a limited number of countries’ competition authorities have fully suspended activities, closed or announced an automatic suspension of review deadlines; additional suspensions are likely as the...

This session addressed the give-and-take between buyers and sellers in negotiating key provisions in M&A deals through an illustrative “mock” negotiation. The panelists focused, in particular, on pricing formulations in stock swaps and “earn-out” transactions. They also examined the growing tendency of M&A dealmakers to “negotiate by the numbers” – to rely (and perhaps over-rely) on widely proliferated market statistics in staking out their negotiating positions.

For public companies in particular, private investments in public equity (PIPEs) transactions may be an attractive option to secure financing.

While sometimes controversial due to their dilutive nature, PIPEs offer a quick way for public companies to raise capital by leveraging their own equity (shares).

To compete a PIPE transaction, the company will need to....

This session at the M&A Conference at the University of Chicago explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory reviews.

Chuck Webb, Senior Antitrust Attorney at FedEx; Gil Ohana, Senior Director, Antitrust and Competition at Cisco Systems; and Brendan Bowes, Associate General Counsel, Corporate, Securities and M&A at Archer Daniels Midland Company considered approaches for incorporating the risk of political and regulatory uncertainty into deal terms including 'best efforts' requirements, negotiating prospective antitrust remedies, and other...

When economic downturns roil markets across the world and investors witness their returns diminish, dealmakers stand to benefit from downturns. Rather than retreating to the sidelines, dealmakers often reap significant returns from deals done in weak economies compared to returns from deals completed in strong market conditions.

This paper presents an analysis of the performance of strong- and weak-economy deals, comparing deals after two years from the time of announcement. Generally, the researchers distilled two key imperatives for....

This wide-ranging discussion explored a number of topics at the forefront of M&A strategy and deal structuring including innovative consideration structures, changing governance dynamics in both domestic and cross-border deals, navigating regulatory and competition review, challenges associated with taxable and tax free divestitures, and methods for approaching acquisitions with the shifting taxation frameworks in the US, among other areas. 

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...