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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There has been a Material Adverse Change - what happens now?

There has been a Material Adverse Change - what happens now?
By Ms. Christen Morand & Mr. Michael T. Wolf & Ann M. Ladd & Mr. Paul Alvarez

Using a case format, this session looked at a deal scenario where a material data breach takes place before ‘East Corporation’ closes the acquisition of ‘West Corporation’. Topics included duties to report to the buyer and regulators; methods and parties to the assessment of the breach; potential impacts on timelines for financing and closing; approaches for negotiating valuation adjustments, techniques that may be employed to limit damages; successor liabilities and remedies.

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There has been a Material Adverse Change - What Happens Now? | M&A Conference at the University of Chicago

There has been a Material Adverse Change - What Happens Now? | M&A Conference at the University of Chicago
By Michele D. Welsh & Mr. Michael T. Wolf & Mr. John Toney & Ann M. Ladd & Ms. Christen Morand

Using a case format, this session from Transaction Advisors Chicago M&A Conference looked at a mock deal scenario where a material breach took place before ‘East Corporation’ closed the acquisition of ‘West Corporation’.  Topics included duties to report to the buyer and regulators; methods and parties to the assessment of the breach; potential impacts on timelines for financing and closing; valuing and negotiating the impact of damages; successor liabilities and remedies. 

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When Successor Liability and Bankruptcy Principles Collide

When Successor Liability and Bankruptcy Principles Collide
By Michael H. Reed

Generally, a good-faith purchaser of assets does not incur liability for the debts of the seller. However, liability for unpaid debts of the seller may be imposed on the purchaser by statute or under the common law doctrine of “successor liability.”

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