Cross-border M&A checklist for successful acquisitions in the U.S.

Cross-border M&A checklist for successful acquisitions in the U.S.
By Adam O. Emmerich & Robin Panovka

Based on current geopolitical and economic conditions, the authors of this paper provide a checklist of shifting M&A issues that practitioners should carefully consider in advance of an acquisition in the U.S. 

Recent changes, including the effect of lower corporate taxes in increasing the amount of cash that corporations can dedicate to debt reduction after an acquisition, have created more opportunities for profitable deals, whereas geopolitical tides and increased CFIUS scrutiny should be carefully considered before...

Read more

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...

Read more

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...

Read more

Transaction insurance reshapes risk negotiations and post-close remedies

Transaction insurance reshapes risk negotiations and post-close remedies
By Ms. Elizabeth Cunnane & Mr. Saswat Bohidar & Mr. Christian McGrath

This session with Elizabeth Cunnane, Senior Vice President, M&A Group at Willis Towers Watson; Saswat Bohidar, Associate General Counsel, M&A and Ventures at Hewlett Packard Enterprise; and Christian McGrath, General Counsel & Managing Director at GTCR considered risk allocation frameworks.

The participants discussed the form and structure of closing conditions, looked at the increasing use of transaction insurance in high-value deals and in competitive processes, and discussed the strength of various protections and...

Read more

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...

Read more