How SPACs compete for deals

By Mr. Marc Teillon & Mr. Brett Shawn & Mr. Peter Lamb & Mr. Hari Raman

The flood of special purpose acquisition vehicles (SPACs) poses new considerations for deal-makers as they impact the M&A landscape and in some areas drive up valuations.

This discussion, during the annual M&A Conference at Wharton San Francisco that was held virtually this year, includes perspectives from Marc Teillon (Vista Equity Partners), Brett Shawn (Warburg Pincus), Peter Lamb (Orrick, Herrington & Sutcliffe) and Hari Raman (Orrick, Herrington & Sutcliffe).

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Ask the M&A Leadership Council

By Mr. Ken Bond & Mr. Sanjay Kacholiya & Eileen Kamerick & Ms. Margot Miller & Mr. Gil Ohana & Mr. Brett Shawn & Mr. Michael T. Wolf

This interactive session provided an opportunity for conference participants to ask members of the prestigious M&A Leadership Council questions on a range of deal-related topics.

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Diligence methods: Intellectual property

By Ms. Alicia Rosenbaum & Mr. Jeff Hennig & Mr. Dan Vaughn & Ms. Amanda Massucci

This session looked at the challenging diligence obligations associated with source code audits, cyber security reviews, and intellectual property rights verification. The participants discussed the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers.

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Negotiating closing conditions that bridge valuation gaps

By Ms. Linda Sharaby & Mr. Sanil Padiyedathu & Ms. Dawn Bartholomew & Matthew V. Soran

Disconnects between buyer and seller are compounded during volatile periods, requiring innovative and flexible solutions for bridging valuation gaps amid uncertainty.

This discussion, during the annual M&A Conference at Cornell Tech New York that was held virtually this year, includes recommendations from Linda Sharaby (Neuberger Berman), Sanil Padiyedathu (Verizon Communications), Dawn Bartholomew (Spencer Stuart) and Matthew Soran (Fried Frank).

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Transferring known tax liabilities to a transactional insurance policy

By Mr. Thomas Griffin & Mr. Michael Kelchen & Mr. Sheldon Elefant

Transactional insurance for tax liabilities is a valuable tool for negotiating clean exits, but has perhaps been overshadowed by the stellar rise of rep and warranty coverage designed for unknown risks.

This discussion during the M&A Conference at Cornell Tech New York, held this year live online, included recommendations from Thomas Griffin (Ares Management Corporation), Michael Kelchen (Keysight Technologies) and Sheldon Elefant (Willis Towers Watson).

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