Pandemic-adjusted deal terms and M&A process changes

By Mr. Rajive Dhar & Mr. Nic Volpi & Ms. Connie Chen & Brian T. Mangino

This discussion, during the annual M&A Conference at Wharton San Francisco that was held virtually this year, examined current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers. 

This discussion was chaired by Brian Mangino (Fried Frank) and included Nic Volpi (Permira Advisers), Connie Chen (Broadcom), and Rajive Dhar (Informatica).

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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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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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Closing mechanisms to improve deal performance and reduce risks

By William Jefferson Black

Although it’s common for M&A professionals to consider purchase agreement mechanisms - including lock-boxes, earnouts, and other highly negotiated accounting items - as purely an area for risk reduction. We’ve found some of the most sophisticated dealmakers are also using these areas of the purchasing agreement to bridge valuation gaps, incentivize the sellers to perform, and improve financial integration.

As the deal negociations get underwary, it can be very challenging to determine the best closing approach for adjusting...

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