The six types of successful acquisitions

The six types of successful acquisitions
By Mr. Marc Goedhart & Mr. Tim Koller & Prof. David Wessels

The stated rationale for an acquisition does not always match up to reality. Instead, the authors of this article suggest that a value-creating acquisition typically conforms to at least one of six archetypes.

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Understanding continuing trends in M&A disclosure litigation

Understanding continuing trends in M&A disclosure litigation
By Edward B. Micheletti, Esq. & Jenness E. Parker, Esq. & Bonnie W. David, Esq.

Over the past two years, the deal litigation landscape has changed dramati­cally. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly material” standard — and expressed a preference for disclosure claims either to be litigated or mooted, rather than settled. In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016).

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Why some transactions fail...are there common characteristics?

By James R. Asmussen, Esq. & Mr. Brian Boorstein & Mr. Frank Jaehnert & Kathryn Buono, Esq.

This discussion considered many of the key strategic and tactical issues that cause deals to fail to close and remedies one might consider as deal structures are developed. The session then pivoted to look at some of the most common reasons completed transactions fail to produce expected synergies and returns for investors.

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Negotiating M&A deal terms

By Mr. William Monat & Jessica H. Sicsu, Esq. & Kelly Silver, Esq. & Mr. Ian G. Ross & Ms. Khun Lebakken

This session demonstrated the give-and-take between buyers and sellers in negotiating key provisions in both domestic and cross-border deals. The discussion included a look at current M&A deal terms from the perspectives of private equity and strategic buyers and  sellers,  and the latest trends in negotiating key provisions.   Significant consideration  were  given to the increasing use of transactional insurance in deal structuring and the interplay between traditional structured indemnity terms and representations and warranties coverage.  The  panelists  also looked at methods for employing specific pricing formulations in stock swaps and “earn-out” transactions.

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