Navigating dual-track exit strategies

Dual Track Processes: How to turbocharge your exit
By Michal Berkner, Esq. & Josh Kaufman, Esq. & James Foster, Esq.

Considering and preparing diversified exit strategies is increasingly pertinent in M&A transactions due to heightened market volatility and other sources of financial uncertainty. Exiting an investment can be fraught with uncertainty, requiring M&A professionals to prepare numerous exit strategies for even the most viable and thriving businesses.

In this paper, the authors suggest practitioners pursue a “dual-track process” when preparing exit strategies. Preparing for both an initial public offering and running a private M&A process, often via an auction, should...

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Pursuing hostile acquisitions and deal jumping | M&A Conference at Fordham Law New York

Pursuing hostile acquisitions and deal jumping
By Sergio Letelier, Esq. & Margot Miller, Esq. & Sebastian Fain, Esq.

This conversation explored the unique considerations Special Committees and management face when pursuing an unwilling or reluctant acquisition target. 

The discussion with Sergio Letelier, Deputy General Counsel – Corporate, Securities, and M&A at Hewlett Packard Enterprise and Margot Miller, Global Legal Director of Commercial and Mergers and Acquisitions at Anheuser-Busch InBev considered a range of approaches from a “bear hug” offer to a fully hostile proxy contest. Variations in both domestic and international M&A practice were considered as well as....  

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Negotiating risk allocation mechanisms and post-close remedies | M&A Conference at Fordham Law New York

Negotiating risk allocation mechanisms and post-close remedies | M&A Conference at Fordham Law New York
By Brett Shawn & Ms. Zarifa Reynolds & Alan Konevsky, Esq. & Ms. Aartie Manansingh

There are a number of risk allocation approaches that may be used in domestic and cross border transactions to provide remedies and protections. 

In this discussion with Zarifa Reynolds, Head of Corporate Development at TIAA, Alan Konevsky, Chief Legal Officer of tZero, and Brett Shawn, Assistant General Counsel at Warburg Pincus a number of mechanisms were debated including…

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Aligning contractual language and closing mechanisms in the purchase agreement | M&A Conference at Fordham Law New York

Aligning contractual language and closing mechanisms in the purchase agreement | M&A Conference at Fordham Law New York
By Ms. Jelena Guzenko & Mr. Mohit Singh & Mr. John O'Brien & Ms. Christen Morand, CPA

This panel convened to discuss strategies for refining the terms and negotiations of purchase agreements, drawing on perspective from Jelena Guzenko, Director of M&A and Post-Closing Management at Siemens, John O’Brien, Vice President of Corporate Development at Brooks Automation, and Mohit Singh, Senior Vice President at BP.

Guidance on structuring purchase agreement mechanisms including lock-boxes, earn-outs, and other highly negotiated accounting terms included…

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Negotiating deal terms to address regulatory and antitrust challenges | M&A Conference at Fordham Law New York

Negotiating deal terms to address regulatory and antitrust challenges | M&A Conference at Fordham Law New York
By Mr. Michael Hartman & Ms. Stacy Frazier & Scott Petepiece, Esq. & Jessica K. Delbaum, Esq.

This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory outcomes.

The participants – Stacy Frazier, Executive Counsel, Competition Law and Policy at GE and Michael Hartman, Assistant General Counsel for AT&T - commented on models for incorporating the risk of political and regulatory uncertainty into deal terms through…

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