Lugar de Noticias Haynes and Boone
Mergers and Acquisitions 2002: Getting the Deal Done - Current Legal Issues
06/13/2002
Tom D. Harris
A Powerpoint presentation covering the following:
- Current M&A from a Seller's Perspective
- Current M&A from a Buyer's Perspective
- For Both Buyer and Seller, Increased Challenges for M&A Transactions
- MAC Conditions Invoked as a Reason for Termination of the Deal – The Impact of Tyson and Enron
- What is a MAC? A material adverse change in what?
- What does “material” mean?
- Where’s the beef? Tyson Foods vs. IBP
- MAC Attack: Tyson vs. IBP
- The Big MAC: Enron/Dynegy
- PRACTICAL MAC TIPS
- Speeding Up the Timeframe for Closing the Deal
- Use of Early Commencement of Exchange Offers under Regulation M-A to Shorten the Timeframe for Closing
- Using Contractual Deal Protection Provisions
- Getting the Deal Done – Current Deal Protection Measures
- Stronger Deal Protection Measures may be Acceptable under Certain Circumstances
- Elimination of Pooling/Goodwill Impairment
- Protecting Against Defaults – M&A Insurance
- Fiduciary Duties of Directors
- Fiduciary Duties of Directors of Targets in M&A Transactions
- How to Protect Directors Against Liability in M&A Transactions
- Due Diligence
- Post-Closing Purchase Price Adjustments
- Increased Use of Earnouts