Skip to main content
Home

Search form

  • Reports
    • Topics
      • M&A Strategy & Governance
      • Transaction Structuring & Negotiation
      • Valuation & Transaction Opinions
      • M&A Finance, Accounting, & Tax
      • Regulation & Litigation
      • Integration & Culture
    • Roles
      • Board Members
      • Corporate Development & Integration
      • Private Equity Investors
      • Chief Financial Officers
      • General Counsel
      • M&A HR
    • Sectors
      • Consumer Goods & Services
      • Energy, Materials & Agriculture
      • Financial Services
      • Healthcare
      • Industrials & Business Services
      • Technology
  • Conferences
    • M&A Conference at Wharton San Francisco | March 2020
    • M&A Conference at the University of Chicago | June 2020
    • Connectivity Business Investment Conference | June 2020
    • 7th Annual Finance and M&A Industry Reception | July 2020
    • M&A Conference at Fordham Law New York | Sept. 2020
    • Past Conferences
  • About
  • Subscribe
  • Login
  • About
  • Subscribe
  • Login
  • Reports
    • Topics
      • M&A Strategy & Governance
      • Transaction Structuring & Negotiation
      • Valuation & Transaction Opinions
      • M&A Finance, Accounting, & Tax
      • Regulation & Litigation
      • Integration & Culture
    • Roles
      • Board Members
      • Corporate Development & Integration
      • Private Equity Investors
      • Chief Financial Officers
      • General Counsel
      • M&A HR
    • Sectors
      • Consumer Goods & Services
      • Energy, Materials & Agriculture
      • Financial Services
      • Healthcare
      • Industrials & Business Services
      • Technology
  • Conferences
    • M&A Conference at Wharton San Francisco | March 2020
    • M&A Conference at the University of Chicago | June 2020
    • Connectivity Business Investment Conference | June 2020
    • 7th Annual Finance and M&A Industry Reception | July 2020
    • M&A Conference at Fordham Law New York | Sept. 2020
    • Past Conferences

Search form

Managing spinoff transactions with a sophisticated tax overlay
Managing spinoff transactions with a sophisticated tax overlay

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...

Managing spinoff transactions with a sophisticated tax overlay
Maximizing value through M&A tax structures
Maximizing value through M&A tax structures | M&A Conference at the University of Chicago

This session considered tax issues in due diligence, the tax benefits of various M&A structures, and looked at key tax provisions in acquisition agreements. 

The participants Lee Morlock, Esq., Partner at Kirkland & Ellis; Gene McCluskey, Vice President, Tax at CF Industries; and Michelle Baxter, Senior Director, Tax Planning & International Tax at Fortune Brands Home & Security offered perspective on recent tax developments that may impact transaction planning and explored the increasing use of...

Maximizing value through M&A tax structures
New research compares M&A strategies and overall shareholder returns
New research compares M&A strategies and overall shareholder returns

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

New research compares M&A strategies and overall shareholder returns
Unique deal structures to mitigate global merger control and regulatory challenges
Unique deal structures to mitigate global merger control and regulatory challenges | M&A Conference at the University of Chicago

This session explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory reviews.

Chuck Webb, Senior Antitrust Attorney at FedEx; Gil Ohana, Senior Director, Antitrust and Competition at Cisco Systems; and Brendan Bowes, Associate General Counsel, Corporate, Securities and M&A at Archer Daniels Midland Company considered approaches for incorporating the risk of political and regulatory uncertainty into deal terms including 'best efforts' requirements, negotiating prospective antitrust remedies, and other...

Unique deal structures to mitigate global merger control and regulatory challenges
Understanding recent scrutiny of mootness fee settlements in federal M&A lawsuits
Understanding recent scrutiny of mootness fee settlements in federal M&A lawsuits

Recent developments are pushing disclosure-only settlements, commonly known as “mootness fee” settlements, into the forefront of M&A lawsuits.  Dealmakers are faced with an unclear decision on the benefits associated with these types of settlements that have no certified class, no class notice, and very limited judicial oversight of the fee arrangement between adversarial parties. 

Alarmingly, a recent study found the percent of federal M&A cases resulted in mootness fees was 60% with the typical fee ranging from $50,000 to $300,000.  For now, defendant corporations appear to have a roadmap to preventing mootness fee settlements from...

Understanding recent scrutiny of mootness fee settlements in federal M&A lawsuits
Innovation in Deal Structures and Consideration
Innovation in deal structures and consideration | M&A Conference at the University of Chicago

This discussion examined deal structures and terms that may be employed to bridge gaps between buyers and sellers. 

Brett Shawn, Senior Vice President, Assistant General Counsel at Warburg Pincus; Michael Wolf, Vice President, Deputy General Counsel at Baxter International; and Elizabeth Donley, Partner at Hogan Lovells considered various forms of consideration and pricing formulations, including working capital and "locked-box" adjustments, fixed price/exchange ratio collars, valuation and earnout mechanisms, and other practical considerations relevant to M&A negotiations and...

Innovation in Deal Structures and Consideration
The effect of a pro-sandbagging clause on a fraud claim
The effect of a pro-sandbagging clause on a fraud claim

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...

The effect of a pro-sandbagging clause on a fraud claim
Carveout Transactions Present Opportunities and Challenges
Carveout transactions present opportunities and challenges | M&A Conference at the University of Chicago

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...

Carveout Transactions Present Opportunities and Challenges | M&A Conference at the University of Chicago
Study on abandoned mergers and acquisitions identifies areas for process improvement
Study on abandoned mergers and acquisitions identifies areas for process improvement

A lack of value-creation, regulatory hurdles, and political issues are the most common causes of abandoned mergers and acquisitions transactions, according to this report, which recommends approaches for deal transparency, mutual bargaining, and active political landscape monitoring.  The study analyzed 265 canceled deals, generally finding that the larger the transaction, the more likely it was to fail. 

While executives have limited control over some factors, M&A professionals can head off abandoned deal processes by improving.....

Study on abandoned mergers and acquisitions identifies areas for process improvement
Negotiating deal terms to address regulatory and antitrust challenges | M&A Conference at Fordham Law New York
Negotiating deal terms to address regulatory and antitrust challenges | M&A Conference at Fordham Law New York

This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory outcomes.

The participants – Stacy Frazier, Executive Counsel, Competition Law and Policy at GE and Michael Hartman, Assistant General Counsel for AT&T - commented on models for incorporating the risk of political and regulatory uncertainty into deal terms through…

Negotiating deal terms to address regulatory and antitrust challenges
​Understanding the Chancery Court’s guidance on duty to warn of an impending merger agreement termination
​Understanding the Chancery Court’s guidance on duty to warn of an impending merger agreement termination

The authors of this paper discuss five key takeaways that inform M&A practitioners how the Delaware Chancery Court will interpret certain express contractual agreements between M&A parties.

This case serves as a reminder that the Court generally will strictly enforce clear and unambiguous terms of a merger agreement with scarce exceptions.

​Understanding the Chancery Court’s guidance on duty to warn of an impending merger agreement termination
Pursuing hostile acquisitions and deal jumping
Pursuing hostile acquisitions and deal jumping | M&A Conference at Fordham Law New York

This conversation explored the unique considerations Special Committees and management face when pursuing an unwilling or reluctant acquisition target. 

The discussion with Sergio Letelier, Deputy General Counsel – Corporate, Securities, and M&A at Hewlett Packard Enterprise and Margot Miller, Global Legal Director of Commercial and Mergers and Acquisitions at Anheuser-Busch InBev considered a range of approaches from a “bear hug” offer to a fully hostile proxy contest. Variations in both domestic and international M&A practice were considered as well as....  

Pursuing hostile acquisitions and deal jumping

Finance Information Group
325 North LaSalle, Suite 550
Chicago, IL 60654-5183 USA
+1 (312) 625-2702‬
ISSN 2329-9134

Follow Transaction Advisors
  • Terms of Use
  • Privacy Policy
  • Site Map
Copyright © 2019 Finance Information Group LLC