Structuring joint ventures and minority investments to improve their performance | M&A Conference at Wharton San Francisco

By George A. Casey, Esq. & Andrew Gratz, Esq. & Darin Bassin, Esq. & Jaakko Sulander, Esq.

Structuring joint ventures and minority investments entails a difficult balance of interests, finances, and governance between cooperative parties.

To effectively complement a more traditional M&A strategy, these transactions need to create a partnership culture while incorporating appropriate...

Read more

Negotiating key provisions in M&A deal terms | M&A Conference at the University of Chicago

By Peter Lyons, Esq. & Mr. Ken Bond & Mr. Andrew B. Jones & Hugo Dubovoy, Jr., Esq.

This session at addressed the give-and-take between buyers and sellers in negotiating key provisions in M&A deals. The participants from Freshfields Bruckhaus Deringer, Linden Capital-backed Young Innovations, W.W. Grainger, and Aon considered recent changes in the tax code and the impact on the forms of consideration.

The discussion looked at the use of indemnification “baskets” and “caps,” and the use of escrow as vis-a-vis insurance.  This lively session also covered various approaches for matching periods and topping bids given... 

Read more

A primer on planning, negotiating and executing Reverse Morris Trust transactions

A Primer on Planning, Negotiating and Executing Reverse Morris Trust Transactions
By J.A. Glaccum, Esq. & Matthew J. Donnelly, Esq.

Most often, a Reverse Morris Trust transaction involves publicly traded companies, referred to as Parent and RMT Partner, whereby Parent contributes a to-be-divested business to a new or existing holding company, referred to as Spinco. Parent then distributes all of Spinco’s equity to its stockholders.

The paper provides a comprehensive discussion of Reverse Morris Trust tax requirements, valuation and economics, and corporate/securities law issues, which includes...

 

Read more

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.

Read more

The shifting landscape for M&A tax planning

By Mr. John P. Bennecke, CPA & Mr. Daniel Van Vleet & Mr. 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.

Read more