This session addressed the give-and-take between buyers and sellers in negotiating key provisions in M&A deals through an illustrative “mock” negotiation. The panelists focused, in particular, on pricing formulations in stock swaps and “earn-out” transactions. They also examined the growing tendency of M&A dealmakers to “negotiate by the numbers” – to rely (and perhaps over-rely) on widely proliferated market statistics in staking out their negotiating positions.

A look at key issues creating challenges in transactions: information governance issues and cyber risks; understanding diligence obligations and risks; structuring deal terms to address risks and breaches and avoid disputes; considerations relating to post-acquisition disputes.