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  • Reports
    • Topics
      • Strategy & Governance
      • Transaction Structuring
      • Regulation & Litigation
      • Valuation & Transaction Opinions
      • Finance, Accounting, & Tax
      • Integration & Human Capital
    • Roles
      • Board Members
      • Corporate Development
      • Private Equity Investors
      • Chief Financial Officers
      • General Counsel
      • Integration & HR
    • Sectors
      • Consumer Goods & Services
      • Energy & Utilities
      • Financials
      • Health Care
      • Industrials & Business Services
      • Technology, Media & Telecom
  • Conferences
    • M&A Conference at Wharton San Francisco | 2019
    • M&A Conference at Fordham University New York | 2019
    • Connectivity Business Investment Conference | 2019
    • 6th Annual Finance and M&A Industry Reception | 2019
    • M&A Conference at the University of Chicago | 2019
    • Past Conferences

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

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... 

Negotiating key provisions in M&A deal terms
Claim Against Target CEO Survives Dismissal, While Aiding and Abetting Claim Against Private Equity Buyer is Dismissed
Recent Delaware decision highlights claims against management post-acquisition

By ‘steering’ the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, the target CEO breached his fiduciary duties, found the Delaware Court of Chancery in In re Xura, Inc. Stockholder Litigation.

By denying the target CEO’s motion to dismiss claims that he breached his fiduciary duties, the court provided an instructive case for understanding...

Claim Against Target CEO Survives Dismissal, While Aiding and Abetting Claim Against Private Equity Buyer is Dismissed
M&A Methods | Interview with Svetlana Vinokur, Vice President, Treasurer and Corporate Development at Federal Signal
M&A Methods | Interview with Svetlana Vinokur, Vice President, Treasurer and Corporate Development at Federal Signal

In this conversation with publisher William Jefferson Black, Svetlana Vinokur from Federal Signal, explains the importance of the soft side of deal negotiations. She said, “For private company acquisitions, we find that it’s probably 70 percent price and 30 percent those intangibles including the culture, the people, and the legacy.  That one of the ways we differentiate our bids".   

This extensive discussion covers the role of M&A in the corporate strategy and offers unique some insights on...

M&A Methods | Interview with Svetlana Vinokur, Vice President, Treasurer and Corporate Development at Federal Signal
Understanding how to match contractual language to deal intentions
Understanding how to match contractual language to deal intentions

The authors of this piece highlight three key approaches to averting a broad range of potential issues that often result in post-close disputes; the consistent application of an acceptable accounting methodology, specific example calculations, and dispute resolution process. 

These specific steps can be used to align deal teams and counsel on the potential pitfalls between the intended language in a sale and purchase agreement and the financial implications associated with...

Understanding how to match contractual language to deal intentions
Deal structures and process variations in cross-border acquisitions | M&A Conference at the University of Chicago

This discussion explored the unique issues associated with cross-border acquisitions and minority investments.

The participants from Mastercard, LyondellBasell, Honeywell, and Shearman & Sterling debated variations in deal structures from the merits of cash or stock offers to methods for balancing U.S. securities laws with changing and conflicting requirements including... 

Deal structures and process variations in cross-border acquisitions
People risks in M&A transactions
Understating people risks and related value drivers in M&A transactions

Mercer’s annual research report on people risks in M&A transactions provides an in-depth view of the human capital issues buyers and sellers are facing. 

In addition, this report identifies practical solutions and strategies organizations are deploying to effectively hedge these risks and drive deal value. 

Among the broad trends identified was that, more than ever, the challenge of... 

People risks in M&A transaction
Developing an integrated buy-side strategy | M&A Conference at Wharton San Francisco

This discussion explored and debated M&A strategy theories and provided a look at the most pragmatic frameworks that can be used to analyze and validate an investment thesis for inorganic growth. 

Participants from Sheppard Mullin, Cargill, Echo Global Logistics, and a board member at Briggs & Stratton, Nordson and Itron, discussed the use and structure of minority investments, joint ventures, corporate venture investments and...

Developing an integrated buy-side strategy
The Recent Resurgence of Special Purpose Acquisition Companies
Understanding the recent resurgence of special purpose acquisition companies

Special purpose acquisition companies, or SPACs, also referred to as “blank check” companies or “cash shells,” are companies that are incorporated for the purpose of making one or more strategic acquisitions. 

A SPAC’s management team will identify attractive targets for acquisition or merger, generally within 18-24 months of its IPO. Each SPAC has its own investment criteria and focus, such as....

The Recent Resurgence of Special Purpose Acquisition Companies
M&A Methods | Interview with Tom McGee, Vice President of Corporate Development at RPM International
M&A Methods | Interview with Tom McGee, Vice President of Corporate Development at RPM International

In this edition of the M&A Methods video interview series, publisher William Jefferson Black sits down with Tom McGee to discuss changes in the corporate development practice and innovation in M&A.

The conversation covered valuation modeling and diligence, paired with instinct and custom research to find optimal deals for RPM.  Tom also addressed the importance of... 

 

M&A Methods | Interview with Tom McGee, Vice President of Corporate Development at RPM International
Delaware Chancery Court issues rare decision finding Material Adverse Effect justifying termination of merger
Considering the impact of Delaware's Material Adverse Effect decision

The Delaware Chancery Court issued a rare finding that a Material Adverse Effect (MAE) existed that justified termination of a merger agreement. 

Cautioning that there is no bright-line test to determine when an MAE exists, the court applied ordinary contract interpretation principles to a heavily negotiated merger agreement and a complex set of...

Considering the impact of Delaware's Material Adverse Effect decision
Mergers and acquisitions challenged by deal leaks | M&A Conference at the University of Chicago

This session with participants from Marsh & McLennan, Google, and CF Industries explored a range of challenges when deal negotiations are leaked to the media, investors, or employees. 

Data from the Cass Business School / Intralinks Annual M&A Leaks Report set the stage by providing information on significant pre-announcement trading across a large sample of deals. 

This research provided the basis for an engaging discussion at the annual M&A Conference at the University of Chicago, which explored...

 

Mergers and acquisitions challenged by deal leaks
Navigating regulatory and antitrust issues | M&A Conference at the University of Chicago

A record number of friendly deals, valued at ~$568B in 2016, were withdrawn or terminated, many due to regulatory issues. Since then antitrust review has continued to be intense, including reaffirming strong preference for structural remedies. What can we learn from recent transaction reviews?

This fireside chat explored the shifting environment for getting...

Navigating regulatory and antitrust issues

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