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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Disruptive M&A: Creating value through innovation-led acquisitions

Disruptive M&A: Creating value through innovation-led acquisitions
By Mr. Iain Macmillan & Mr. Sriram Prakash & Mr. Larry Hitchcock & Mr. Paul Dunn & Mr. Steve Maddox & Mr. Shyam Ramdevkrishna

"Disruption" is a flashy buzzword that is increasingly finding new applications in different industries. The M&A industry has not escaped disruption, in fact, disruptive innovations are forcing CEOs to carefully monitor market threats and prioritize harnessing disruptive technologies. Across all sectors including health, finance, retail, and media, disruption is driving innovation and competition at a record pace. 

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Creating a modern governance framework around corporate purpose

Creating a modern governance framework around corporate purpose
By Martin Lipton

Board members are increasingly facing challenging demands from shareholders, legislators, and government agencies to improve corporate governance practices and preserve shareholder value.

This paper reconsiders a corporate governance roadmap for boards to demonstrate thoughtful leadership aligned with growing shareholder activism and legislative pressures around the importance of corporate purpose that creates...

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Carveout transactions present opportunities and execution challenges

By Mr. Gregg Albert & Sergio Letelier & Mr. Chandradev Mehta & Mr. Kevin Freeman

This discussion considered the environment for spin-off transactions and offered specific guidance on the disposal process and common deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations.

During this discussion, Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise; Chandradev Mehta, Director, Strategic Planning and Transactions at LyondellBasell; and Kevin Freeman, Chief Counsel, Securities & Transactions at Tenneco considered the environment for spin-off transactions and offered specific guidance on...

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