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).

Read more

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).

Read more

Cultural diligence and retention-focused integration methods | M&A Conference at Fordham Law New York

Cultural diligence and retention-focused integration methods | M&A Conference at Fordham Law New York
By Ms. Maureen Lowney & Mr. Dan Klein & Mr. Alex Jakobson

Methods for assimilating acquisitions culturally was explored by Alex Jakobson, Global Solutions Leader – Transaction & Transformation at Korn Ferry, Maureen Lowney, Senior Consultant, Human Resources - Mergers & Acquisitions at Cisco Systems, and Dan Klein, Vice President, Human Resources - Mergers & Acquisitions at HCL Technologies.

The panelist considered culture assessment activities and tools during the preliminary stages of the M&A process and also look at post-close indicators including…

 

Read more

Earnouts bridge valuation differences, but frequently lead to post-closing disputes

Earnout bridge valuation differences, but frequently lead to post-closing disputes
By Gail Weinstein & Brian T. Mangino & David L. Shaw & Robert C. Schwenkel & Steven Epstein & Maxwell Yim

While often used to bridge valuation differences during the negotiation of an agreement to sell a company, earnouts frequently lead to post-closing disputes. This detailed paper looks at two recent Court of Chancery decisions which highlight pitfalls associated with the period during which earnouts are measured. In Edinburgh Holdings, Inc. v. Education Affiliates, Inc., the court held that the covenant to operate the acquired business “consistent with past practices” during the Earnout Period precluded disposition of the earnout-related dispute at the early pleading stage of litigation.

Read more