Tariff and trade risks during an acquisition

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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Adjusting due diligence and integration for the new deal environment

By Ms. Katie Nicoletti & Mr. Jeremy Segal & Ms. Christen Morand

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...

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Steps for heading off Foreign Corrupt Practices Act scrutiny

Steps for heading off Foreign Corrupt Practices Act scrutiny
By Mr. Steve Spiegelhalter & Ms. Laura Kobes

Compliance issues consistently rank at the top of most M&A deal team’s concerns both during and after a transaction. 

This paper discusses how the DOJ and SEC policies, along with the FCPA regulations, incentivize acquirers to perform thorough FCPA-compliant due diligence and to take advantage of...

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M&A strategy and process shifts | M&A Summit

By William Jefferson Black

Throughout the Intralinks Virtual M&A Summit there was a consensus that the functioning of the financial markets makes this period different from the 2008-2009 economic decline.

Nonetheless, dealmakers are strained to evaluate M&A as the highest and best use of capital, if valuation declines make this an opportune time to approach targets, and whether to continue inflight deals.

A recommendation, that was echoed by many of the participants, was to consider more structured tools for...

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Diligence methods for uncovering bribery and corruption risk in cross border deals

Diligence methods for uncovering bribery and corruption risk in cross border deals | M&A Conference at the University of Chicago
By Mr. Ryan Murphy & Ms. Jelena Guzenko & Mr. Arslan El Guindy & Mr. Derek Vander Heide

This discussion at the M&A Conference at the University of Chicago looked at the expanded diligence obligations associated with fraud and bribery assessments that extend far beyond traditional financial statement and quality of earnings reports.  Methods for undertaking diligence to eliminate or minimize potential FCPA successor liability were considered.  

The participants, Jelena Guzenko, Director, M&A, Carve-Outs and Post-Merger Management at Siemens; Lenny (Arslan) El Guindy, Corporate M&A at Deere & Company; and Derek Vander Heide, Executive Counsel, Mergers and Acquisitions at GE also shared clever and unconventional methods for assessing a target and examine the interplay between diligence and...

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