Doing “Good” deals: How ESG is influencing M&A

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

This timely session looked at the current sentiment around environmental, social, and governance practices in M&A. The discussion looked at ways to consider ESG in the diligence process, methods for mitigating ESG risks, and the merit of using M&A to advance ESG objectives.

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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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Human capital diligence: Financial risks

Human capital diligence: Financial risks
By Ms. Sarah Arendsen & Ms. Siran Tanielyan & Ms. Christina Ungaro & Mr. Eric Warren

This session provided a detailed look at how effective dealmakers approach HR due diligence to identify people-related financial challenges and looked at specific deal terms that may be employed to impact the future state operating model. 

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Diligence methods: Growth forecasts

Diligence methods: Growth forecasts
By Mr. Diwakar Rao & Mr. Nicolas Moiseeff & Mr. Chandradev Mehta & Mr. Jesse Silvertown

This session looked at the challenging diligence obligations associated with demand sensing, product efficacy, and rapidly shifting industry dynamics. 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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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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