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Carve-out M&A Transactions: A Practical Guide

Edited by: Robbie McLaren

ISBN13: 9781787422407
Published: September 2019
Publisher: Globe Law and Business
Country of Publication: UK
Format: Hardback
Price: £130.00

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With the rise of activist investors and the search for bigger returns, the pressure on businesses to focus on key products or jurisdictions has grown.

Consequently, many transformational M&A transactions are being undertaken by large corporates and there is increased attention from management – and antitrust regulators – to ensure acquired assets have a strategic fit.

This frequently results in non-core products or geographies – or in the case of mandated divestments by antitrust authorities, overlapping products – to be sold. Such sales are attractive to private equity purchasers, adding another layer of complexity and competitiveness to be managed.

Structuring and managing these carve-out transactions is complex and this book focuses not only on the key differences in negotiating and drafting transaction documents, the impact on counsel procedures and other legal risks to be managed, it also looks at related regulatory and reputational risks.

This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions.

Whether you are a lawyer in practice or in-house, this commercially focused new title provides a comprehensive analysis of carve-out M&A transactions.

Mergers and Acquisitions
Introduction Robbie McLaren Latham & Watkins
Purchase price mechanisms Farah O’Brien Daniel Treloar Latham & Watkins
Conditionality Nick Cline Emily Cridland Latham & Watkins
Carve-out protections Robbie McLaren Beatrice Lo Latham & Watkins
The role of due diligence
Transitional services Gail Crawford Frances Stocks Latham & Watkins
Anti-trust concerns Gregory Bonne Jonathan Parker Latham & Watkins
Capital markets concerns Claire Keast-Butler Anna Ngo Latham & Watkins
Employees Catherine Drinnan Latham & Watkins
In-house lawyers’ perspective Rachel Canham BT Group
Litigation v arbitration Jeffrey Sullivan Gibson Dunn
Key concerns for PE
Key differences between US and UK practice Ed Barnett Terry Charambalous Scott Shean Latham & Watkins