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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A primer on private investments in public equity (PIPEs)

A primer on private investments in public equity (PIPEs)
By Mr. Paul M. Tiger & Mr. Omar Pringle & Ms. Andrea Basham & Ms. Vinita Sithapathy

For public companies in particular, private investments in public equity (PIPEs) transactions may be an attractive option to secure financing.

While sometimes controversial due to their dilutive nature, PIPEs offer a quick way for public companies to raise capital by leveraging their own equity (shares).

To compete a PIPE transaction, the company will need to....

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Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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New research compares M&A strategies and overall shareholder returns

New research compares M&A strategies and overall shareholder returns
By Mr. Jeff Rudnicki & Mr. Andy West & Kate Siegel

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

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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...

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