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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The shifting landscape for M&A tax planning

By Mr. John P. Bennecke, CPA & Mr. Daniel Van Vleet & Jeffrey L. Olin & Jeffrey A. Goldman, Esq.

This session covered key tax issues in due diligence; explored the tax benefits of various M&A structures; considered key tax provisions in acquisition agreements; and explored recent tax developments and reforms that may impact transaction planning and IRR measures.

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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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Strategic alternatives – different buyers, different deal terms?

By Ms. Laura McNaughton & Mr. Christophe Jeannin & Mr. Michael A. Wirth & Mr. Adam Sheridan

This panel from Transaction Advisors Middle Market M&A Conference in Chicago explored the key considerations in transactions involving privately held firms, from variations in the sale process to the methods sellers may use for differentiating bids in competitive processes. The discussion included a look at variations in common deal terms when the acquiring party is a private equity firm, strategic acquirer, foreign corporation, or a family office.

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Changes to the UK takeover code—asset sales and other matters

Changes to the UK Takeover Code—Asset Sales and Other Matters
By Jeremy Kutner, Esq. & Laurence Levy, Esq. & Matthew Powell, Esq. & Michael Scargill, Esq.

This paper discusses changes made, on 8 January 2018, to the U.K. Takeover Code (the “Code”) which: (i) for the first time, expand the application of the Code to certain “asset” transactions taking place in “offer situations,” (ii) require greater disclosure by bidders of their future intentions with regard to the target and its operations, and (iii) unless the target agrees otherwise, require a bidder to delay by 14 days the posting of its offer document following the announcement of its firm intention to make an offer.

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