Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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Baking antitrust protections into merger agreements

Baking antitrust protections into merger agreements
By John R. Ingrassia

In recent years regulators have increasingly scrutinized mergers and forced parties to consider antitrust pressure before a deal’s basic terms are defined.

This paper discusses several clauses that should be carefully considered and negotiated in merger agreements when antitrust challenges are anticipated including efforts clauses, end dates, break or termination fees, material adverse event clauses, as well as...

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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 execution 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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Methods for avoiding abandoned acquisitions

Methods for avoiding abandoned acquisitions
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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