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... 

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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 & 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.

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How to maximize divestment success

How to maximize divestment success
By Mr. Larry Hitchcock & Mr. Iain Macmillan

According to Deloitte’s global M&A Index, there has been a significant recent increase in major divestment activity, with companies announcing nearly $200 billion worth of global divestments in 2016 alone, compared to $150 billion in 2014.

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