Weaving ESG considerations into the M&A process

By Ms. Sonalee Parekh & Ms. Margot Miller & Mr. Pat Tucker

Environmental, social and governance (ESG) practices are becoming increasingly important for businesses, but addressing them to improve M&A outcomes and for the greater good comes with a multitude of challenges.

This session, during the annual M&A Conference at Wharton San Francisco that was held virtually this year, features recommendations from Margot Miller (Anheuser-Busch InBev), Sonalee Parekh (Hewlett Packard Enterprise) and Pat Tucker (Abernathy MacGregor).

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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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Identifying people-related financial challenges in M&A diligence

By Ms. Sarah Arendsen & Ms. Siran Tanielyan & Ms. Christina Ungaro & Mr. Eric Warren

Workforce due diligence was explored at the annual M&A Conference at Cornell Tech New York, from identifying people-related financial challenges and structuring specific deal terms to improve the future state operating model.

This area was described as a vexing challenge, both looking at the potential for future human capital liabilities and also determining the capacity to...

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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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