Cross border joint ventures: Exit and buyout provisions

By Ms. Nicole Kelsey & Mr. Jonathan Duckles & Mr. Patrick Bombach & Michael S. Dorf

This timely discussion covered a range of strategic, financial, and governance considerations that are critical for joint ventures with varying partnership levels between the parties. This session also looked at the structure of exit and buyout mechanisms including one-way and two-way buyout rights, auction/shoot-out approaches, and methods for unwinding a joint venture.

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SPACs competing for deals

By Mr. Marc Teillon & Mr. Brett Shawn & Mr. Peter Lamb & Mr. Hari Raman

This timely session looked at well-funded SPACs competing for innovation-driven acquisitions and also consider the process and deal structuring considerations associated with mergers involving special purpose acquisition companies.

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Carveout transactions: Structuring divestitures

Carveout transactions: Structuring divestitures
By Ms. Noni Ellison & Mr. Anders Rajka & Ms. Rhonda Rein & Mr. Stuart Gleichenhaus

This session looked at the strategic and operational considerations associated with divestiture transactions including specific guidance on the disposal process and unique considerations when financial pressure drives the transaction structure and timing.  

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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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Transferring known tax liabilities to a transactional insurance policy

By Mr. Thomas Griffin & Mr. Michael Kelchen & Mr. Sheldon Elefant

Transactional insurance for tax liabilities is a valuable tool for negotiating clean exits, but has perhaps been overshadowed by the stellar rise of rep and warranty coverage designed for unknown risks.

This discussion during the M&A Conference at Cornell Tech New York, held this year live online, included recommendations from Thomas Griffin (Ares Management Corporation), Michael Kelchen (Keysight Technologies) and Sheldon Elefant (Willis Towers Watson).

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