Carveout transaction readiness and process best practices

By Mr. Oscar Ledezma & Mr. Jarrett Price & Mr. Oliver Vivell & Mr. David W. Smalstig

From planning through negotiation and closing, carveout transactions present unique challenges and unfamiliar processes.

Considering these issues during the annual M&A Conference at Wharton San Francisco, held live online this year, was Oscar Ledezma (Clorox) Jarrett Price (Alpine Investors), Oliver Vivell (SAP), and David Smalstig (FTI Consulting).

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Diligence methods: Intellectual property

By Ms. Alicia Rosenbaum & Mr. Jeff Hennig & Mr. Dan Vaughn & Ms. Amanda Massucci

This session looked at the challenging diligence obligations associated with source code audits, cyber security reviews, and intellectual property rights verification. The participants discussed the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers.

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Negotiating closing conditions that bridge valuation gaps

By Ms. Linda Sharaby & Mr. Sanil Padiyedathu & Ms. Dawn Bartholomew & Matthew V. Soran

Disconnects between buyer and seller are compounded during volatile periods, requiring innovative and flexible solutions for bridging valuation gaps amid uncertainty.

This discussion, during the annual M&A Conference at Cornell Tech New York that was held virtually this year, includes recommendations from Linda Sharaby (Neuberger Berman), Sanil Padiyedathu (Verizon Communications), Dawn Bartholomew (Spencer Stuart) and Matthew Soran (Fried Frank).

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Methods for improving diligence and deal terms when visibility is limited

By Mr. Chandradev Mehta & Mr. Nicolas Moiseeff & Mr. Diwakar Rao & Mr. Jesse Silvertown

The challenging diligence obligations associated with demand sensing, product efficacy, and rapidly shifting industry dynamics has reached a new level during the pandemic, as corporate development teams look to determine valuation and contingent consideration mechanisms.

This session, during the annual M&A Conference at Cornell Tech New York, that was held virtually this year, featured perspective from Diwakar Rao (Zynga) , Nicolas Moiseeff (Bunge Limited), Chandradev Mehta (LyondellBasell), and Jesse Silverton (EY).

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Tariff and trade risks during an acquisition

By Mr. George Zaharatos & Mr. Stephen Sangillo, Jr. & Ms. Elizabeth Shingler & Mr. William Lovallo

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....

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