Carveout transactions present opportunities and execution challenges

By Mr. Gregg Albert & Mr. Sergio Letelier & Mr. Chandradev Mehta & Mr. Kevin Freeman

This discussion considered the environment for spin-off transactions and offered specific guidance on the disposal process and common deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations.

During this discussion, Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise; Chandradev Mehta, Director, Strategic Planning and Transactions at LyondellBasell; and Kevin Freeman, Chief Counsel, Securities & Transactions at Tenneco considered the environment for spin-off transactions and offered specific guidance on...

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Navigating unsolicited acquisition offers

Navigating Unsolicited Acquisition Offers
By George A. Casey & Mr. Alexandros Aldous & Rebecca Runa Pinto-Noome & Nick Withers

This session at the M&A Conference at the University of Chicago looked at the current environment for unsolicited and hostile acquisition approaches, including both domestic and international corporate governance practices. 

George Casey, Global Managing Partner & Global M&A Practice Group Leader at Shearman & Sterling; Rebecca Runa Pinto-Noome, Partner at NautaDutilh; Alexandros Aldous, General Counsel, Corporate Secretary & Chief Government Relations Officer at The Chefs’ Warehouse, Inc.; and Nick Withers, Senior Associate at Shearman & Sterling discussed techniques for modeling responses, negotiation approaches, matching periods and topping bids, and proxy contest scenarios. Techniques and methods for assessing the strength of various shareholder rights plans and takeover defenses were...

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Methods for avoiding abandoned acquisitions

Methods for avoiding abandoned acquisitions
By Mr. Matt Porzio & Ms. Sarah Arendsen & Mr. Hugo Dubovoy, Jr. & Mr. Jared Sine

Drawing on a long-term research study into failed acquisition pursuits, the participants in this session considered a number of strategic and tactical issues that may cause a deal to fail to close.

The discussion with Sarah Arendsen, Senior Director, Corporate Development & Strategy at Kellogg Company; Hugo Dubovoy, Corporate Secretary and Chief M&A and Securities Counsel at Grainger; and Jared Sine, Chief Legal Officer & Secretary at Match Group looked at both internal and external factors at each stage of the deal process and offered perspective on specific actions to mitigate abandonment risks including the duration of diligence, design and triggers for breakup fees, clauses for material adverse changes, and methods for heading off...

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Mitigating global merger control and regulatory challenges

Mitigating global merger control and regulatory challenges | M&A Conference at the University of Chicago
By Peter D. Lyons & Mr. Charles Webb & Mr. Gil Ohana & Mr. Brendan Bowes

This session at the M&A Conference at the University of Chicago explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory reviews.

Chuck Webb, Senior Antitrust Attorney at FedEx; Gil Ohana, Senior Director, Antitrust and Competition at Cisco Systems; and Brendan Bowes, Associate General Counsel, Corporate, Securities and M&A at Archer Daniels Midland Company considered approaches for incorporating the risk of political and regulatory uncertainty into deal terms including 'best efforts' requirements, negotiating prospective antitrust remedies, and other...

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Techniques for realizing value from innovation-driven acquisitions

Techniques for realizing value from innovation driven acquisitions
By Mr. Don Dawson & Mr. Rocky Daehler & Mr. James Harris & Mr. Andrey Galiuk

This opening keynote session considered the current challenges Boards of Directors face including high target valuations, a shareholder environment that rewards acquisitive companies, accumulating cash reserves, and a long-running economic expansion with an unclear outlook. 

The participants Rocky Daehler, Director, Corporate Development at Motorola Solutions; James Harris, Principal, Corporate Development Integration at Google; and Andrey Galiuk, Vice President, Corporate Development and Investor Relations at Dover Corporation drilled into the unique considerations associated with acquisitions and minority investments where the target value is largely in future growth, new technology, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams.

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