Carveout transactions present opportunities and execution challenges

By Mr. Gregg Albert & Mr. Sergio Letelier & Mr. Chandradev Mehta & Mr. Kevin Freeman

This discussion considered the environment for spin-off transactions and offered specific guidance on the disposal process and common deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations.

During this discussion, Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise; Chandradev Mehta, Director, Strategic Planning and Transactions at LyondellBasell; and Kevin Freeman, Chief Counsel, Securities & Transactions at Tenneco considered the environment for spin-off transactions and offered specific guidance on...

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

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

This session 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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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

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...

 

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Why some transactions fail...are there common characteristics?

By James R. Asmussen & Mr. Brian Boorstein & Mr. Frank Jaehnert & Kathryn Buono

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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