Deal structures and process variations in cross-border acquisitions | M&A Conference at the University of Chicago

By George A. Casey, Esq. & Mr. Brian S. Cook & Alan Konevsky, Esq. & Andrew Gratz, Esq.

This discussion explored the unique issues associated with cross-border acquisitions and minority investments.

The participants from Mastercard, LyondellBasell, Honeywell, and Shearman & Sterling debated variations in deal structures from the merits of cash or stock offers to methods for balancing U.S. securities laws with changing and conflicting requirements including... 

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Methods and degrees of board involvement in mergers and acquisitions | M&A Conference at the University of Chicago

By William R. Kucera, Esq. & Mr. Frank Jaehnert & Sergio Letelier, Esq. & Mr. Doug H. Jackson

This session from Transaction Advisors M&A Conference at the University of Chicago considered approaches for engaging the Board in an organization's inorganic strategy, including prospect development, techniques for improving target receptivity, and methods for pursuing an unwilling target.  

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Using more refined closing terms to avoid disputes | M&A Conference at the University of Chicago

By Ms. Christen Morand, CPA & Mr. Aaron Friedman & Patrick S. Belville, Esq. & Jason Lilly, PhD

This briefing at M&A Conference at the University of Chicago outlined innovative methods for matching contractual language to deal intentions including the structure of earn out provisions; approaches to averting a broad range of post-close disputes; and looked at the increasing use of the locked-box pricing mechanism where cash, debt, and working capital are agreed to ensure the benefits of a fixed price deal by.... 

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Frameworks to address flight risk in mergers and acquisitions | M&A conference at the University of Chicago

By Mr. Jeff Cox & Ms. Robyn Lahlein & Mr. Robert Hanley & Klint Kendrick, PhD

This session during the annual M&A conference at the University of Chicago reviewed strategies that may be employed to retain an acquired team including the structure of financial incentives and retention agreements for key executives.

This dynamic discussion with M&A leaders from Walmart eCommerce, Oracle, Mercer, and The University of Chicago Medicine who considered corporate development and HR practice and process considerations in deals that involve human-capital intensive target companies.  The participants also discuss possible missteps in the retention process including....

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Putting the US inversion regulations into context following US tax reform

Putting the US inversion regulations into context following US tax reform
By Nicholas J. DeNovio, Esq. & Laurence J. Stein, Esq. & Sean M. FitzGerald, Esq. & Jared W. Grimley, Esq.

Shifting US anti-inversion rules are impacting the structure and practicality of certain cross-border deals, including mergers, acquisitions, and spin-offs - diminishing the tax advantages associated with inversions.  These developments are particularly important when combined with the significant changes in the US tax regime brought about by recent US tax reform.

The authors suggest dealmakers and their advisors will, in most cases

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