Cross-border M&A checklist for successful acquisitions in the U.S.

Cross-border M&A checklist for successful acquisitions in the U.S.
By Adam O. Emmerich & Robin Panovka

Based on current geopolitical and economic conditions, the authors of this paper provide a checklist of shifting M&A issues that practitioners should carefully consider in advance of an acquisition in the U.S. 

Recent changes, including the effect of lower corporate taxes in increasing the amount of cash that corporations can dedicate to debt reduction after an acquisition, have created more opportunities for profitable deals, whereas geopolitical tides and increased CFIUS scrutiny should be carefully considered before...

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Carveout transactions present opportunities and challenges | M&A Conference at the University of Chicago

Carveout Transactions Present Opportunities and Challenges
By Mr. Gregg Albert & 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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Avoiding abandoned acquisitions | M&A Conference at the University of Chicago

Avoiding Abandoned Acquisitions | M&A Conference at the University of Chicago
By Mr. Matt Porzio & Ms. Sarah Arendsen & Hugo Dubovoy, Jr. & Mr. Jared Sine

Drawing on a long-term research study into failed acquisition pursuits, the participants in this session considered a number of strategic and tactical issues that may cause a deal to fail to close.

The discussion with Sarah Arendsen, Senior Director, Corporate Development & Strategy at Kellogg Company; Hugo Dubovoy, Corporate Secretary and Chief M&A and Securities Counsel at Grainger; and Jared Sine, Chief Legal Officer & Secretary at Match Group looked at both internal and external factors at each stage of the deal process and offered perspective on specific actions to mitigate abandonment risks including the duration of diligence, design and triggers for breakup fees, clauses for material adverse changes, and methods for heading off...

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Risk allocation approaches | M&A Conference at the University of Chicago

Risk Allocation Approaches
By Ms. Elizabeth Cunnane & Mr. Saswat Bohidar & Mr. Christian McGrath

This session with Elizabeth Cunnane, Senior Vice President, M&A Group at Willis Towers Watson; Saswat Bohidar, Associate General Counsel, M&A and Ventures at Hewlett Packard Enterprise; and Christian McGrath, General Counsel & Managing Director at GTCR considered risk allocation frameworks.

The participants discussed the form and structure of closing conditions, looked at the increasing use of transaction insurance in high-value deals and in competitive processes, and discussed the strength of various protections and...

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The effect of a pro-sandbagging clause on a fraud claim

The effect of a pro-sandbagging clause on a fraud claim
By Bryan M. Westhoff

Pro-sandbagging clauses are becoming an increasingly negotiated term in acquisition agreements designed to indemnify informed buyers.

A “pro-sandbagging” clause is a provision in the acquisition agreement preserving a buyer’s ability to bring a claim post-transaction even if they had knowledge of the issue prior to the closing.  This paper discusses the buyer’s and seller’s arguments regarding pro-sandbagging provisions in M&A agreements including...

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