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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Innovation in deal structures and forms of consideration

Innovation in deal structures and forms of consideration | M&A Conference at the University of Chicago
By Elizabeth Donley & Mr. Brett Shawn & Mr. Michael T. Wolf

This discussion at the M&A Conference at the University of Chicago examined deal structures and terms that may be employed to bridge gaps between buyers and sellers. 

Brett Shawn, Senior Vice President, Assistant General Counsel at Warburg Pincus; Michael Wolf, Vice President, Deputy General Counsel at Baxter International; and Elizabeth Donley, Partner at Hogan Lovells considered various forms of consideration and pricing formulations, including working capital and "locked-box" adjustments, fixed price/exchange ratio collars, valuation and earnout mechanisms, and other practical considerations relevant to M&A negotiations and...

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New Regulations Will Shake Up M&A Escrow Landscape

New Regulations Will Shake Up M&A Escrow Landscape
By Mr. Paul Koenig

Four objectives generally govern the investment of M&A escrows: principal protection; liquidity when needed under the acquisition agreement; low cost and burden of administration; and the best yield available provided the above objectives are met. In light of the regulatory changes outlined in this article, many of the historical alternatives for M&A escrow accounts are unlikely to remain viable on most transactions going forward. 

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