eCourse
Hot Topics in M&A: Representation and Warranty Insurance, Venture-Backed Companies, and more
Contains material from Oct 2018
Hot Topics in M&A: Representation and Warranty Insurance, Venture-Backed Companies, and more
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Session 1: How Representation and Warranty Insurance is Changing the Game - The “Insured Deal” is here to stay. Go beyond the basics and drill-down into provisions that should be negotiated and practices that should evolve when an insured deal is in play.
Session 2: Special Issues in Acquisitions of Venture-Backed Companies - Why is a VC-backed target different, and how do those differences impact the process pursued and provisions negotiated? Examine critical and complicated issues that commonly arise in acquisitions of VC-backed companies, including complex waterfalls, blurring of management incentives with purchase price, disproportionate allocation of indemnity risk among stockholders/stakeholders, and fiduciary duties of VC-nominated directors.
Session 3: More Cake: Advanced Issues in Carve-Outs and Divestitures - An in-depth discussion of advanced issues in carveout transactions, including preparing your sell-side client for a divisional sale, advising your buy-side client on separation issues, navigating multi-jurisdictional carveouts and negotiating transition services, including data from the ABA Merger and Acquisitions Committee’s Carveout Deal Points Study.
Session 2: Special Issues in Acquisitions of Venture-Backed Companies - Why is a VC-backed target different, and how do those differences impact the process pursued and provisions negotiated? Examine critical and complicated issues that commonly arise in acquisitions of VC-backed companies, including complex waterfalls, blurring of management incentives with purchase price, disproportionate allocation of indemnity risk among stockholders/stakeholders, and fiduciary duties of VC-nominated directors.
Session 3: More Cake: Advanced Issues in Carve-Outs and Divestitures - An in-depth discussion of advanced issues in carveout transactions, including preparing your sell-side client for a divisional sale, advising your buy-side client on separation issues, navigating multi-jurisdictional carveouts and negotiating transition services, including data from the ABA Merger and Acquisitions Committee’s Carveout Deal Points Study.
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1.
How Representation and Warranty Insurance is Changing the Game (Oct 2018)
David Rex, David I. Albin, Mary Duffy, Richard Frye, Andrew Zimmerman
1.00
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Paper
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10 pgs
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4 pgs
Session 1
—62 mins
How Representation and Warranty Insurance is Changing the Game (Oct 2018)
The “Insured Deal” is here to stay. Go beyond the basics and drill-down into provisions that should be negotiated and practices that should evolve when an insured deal is in play.
Originally presented: Oct 2018 Mergers and Acquisitions Institute
David Rex,
Prophet Equity - Southlake, TX
David I. Albin,
Finn Dixon & Herling LLP - Stamford, CT
Mary Duffy,
American International Group, Inc. - London, England, United Kingdom
Richard Frye,
Winston & Strawn LLP - Dallas, TX
Andrew Zimmerman,
Willis Towers Watson - New York, NY
Show session details
2.
Special Issues in Acquisitions of Venture-Backed Companies (Oct 2018)
Jessica C. Pearlman, Rick Fink, Craig Menden, Brian Wheeler
1.00
0.00
0.00
Preview Materials
Download session materials for offline use
Session 2
—59 mins
Special Issues in Acquisitions of Venture-Backed Companies (Oct 2018)
Why is a VC-backed target different, and how do those differences impact the process pursued and provisions negotiated? Examine critical and complicated issues that commonly arise in acquisitions of VC-backed companies, including complex waterfalls, blurring of management incentives with purchase price, disproportionate allocation of indemnity risk among stockholders/stakeholders, and fiduciary duties of VC-nominated directors.
Originally presented: Oct 2018 Mergers and Acquisitions Institute
Jessica C. Pearlman,
K&L Gates LLP - Seattle, WA
Rick Fink,
Fortis Advisors - San Diego, CA
Craig Menden,
Cooley LLP - Palo Alto, CA
Brian Wheeler,
SoftBank Investment Advisers - San Francisco, CA
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3.
More Cake: Advanced Issues in Carve-Outs and Divestitures (Oct 2018)
Rita-Anne O'Neill, Lance Gurley, Michael G. O'Bryan, Kimberly R. Spoerri
1.00
0.00
0.00
Preview Materials
Download session materials for offline use
Session 3
—58 mins
More Cake: Advanced Issues in Carve-Outs and Divestitures (Oct 2018)
An in-depth discussion of advanced issues in carveout transactions, including preparing your sell-side client for a divisional sale, advising your buy-side client on separation issues, navigating multi-jurisdictional carveouts and negotiating transition services, including data from the ABA Merger and Acquisitions Committee’s Carveout Deal Points Study.
Originally presented: Oct 2018 Mergers and Acquisitions Institute
Rita-Anne O'Neill,
Sullivan & Cromwell LLP - Los Angeles, CA
Lance Gurley,
Stephens Inc. - Dallas, TX
Michael G. O'Bryan,
Morrison & Foerster LLP - San Francisco, CA
Kimberly R. Spoerri,
Cleary Gottlieb Steen & Hamilton LLP - New York, NY