10 key closing issues as a result of COVID-19’s impact

10 key closing issues a result of COVID-19’s impact
By Ms. Mara H. Rogers & Ms. Amelia Y. Xu & Ms. Geetika Jerath

While the COVID-19 pandemic rattles markets, M&A deals continue, albeit slower than anticipated with more challenges than originally planned. There are ways to proceed cautiously without jumping towards termination as the sole option in these extraordinary circumstances. 

This paper discusses ten key legal issues and considerations for parties in addressing potential risks and problems in signed, but not closed, deals, and offers insights for parties to consider during renewed negotiations including...

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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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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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Delaware Courts continue limited books and records demands following M&A transactions

Delaware Courts continue limited books and records demands following M&A transactions
By Matthew Solum & Stephanie Shimada

This paper discusses the rise of “220 demands” in connection with M&A transactions and additional requirements imposed by Delaware courts in response.

The authors discuss various shareholder options available in other states compared to Delaware and looks methods for heading off 220 demands for emails and other communications between officers and directors if the corporation has....

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Pursuing and integrating digital acquisitions | M&A Conference at Fordham Law New York

By Mr. Arindam Guha & Mr. Arslan El Guindy & Mr. Rohit Dave & Mr. Seth Van Winkle

This discussion looked at acquisitions and investments in innovative companies when the objective is primarily to access enabling capabilities or disruptive business models powered by technology and analytics. 

The participants - Rohit Dave, Head of M&A at WeWork, Arindam Guha, Corporate Development, M&A, Investments and Strategy at IBM, and Lenny El Guindy, Corporate M&A at Deere & Company - considered the unique challenges associated with deals where much of the value is embedded in future growth, algorithms, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams.

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