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Illustrative Negotiation of Controversial M&A Deal Terms
Over the past two decades, M&A mavens Rick Climan of Hogan Lovells and Joel Greenberg of Arnold & Porter have perfected the use of the illustrative “mock negotiation” as an educational tool to train aspiring deal practitioners in the art of negotiating complex M&A transactions. They recently squared off at the 19th Annual UT Law CLE M&A Forum in Dallas to demonstrate the negotiation of several controversial provisions in the definitive agreement for the acquisition of a privately held company. The topics they debated include:
- Key differences between acquisitions by strategic acquirers and acquisitions by financial sponsors
- Gaps in the coverage of representation & warranty insurance
- Key differences between acquisitions by large-cap strategic acquirers and acquisitions by smaller strategic acquirers
- Limitations on the usefulness of deal-points studies in acquisition negotiations
- Consequential damages exclusions in indemnification provisions
- Use of arbitration to resolve post-closing indemnification disputes
- Non-meritorious claims indemnities
- “10b-5” representations
During their presentation, Rick and Joel stepped out of character frequently to explain and illuminate their negotiating stances.
Watch the edited recording here.
See the accompanying slide presentation.
Contacts
Silicon Valley
Senior Counsel, Arnold & Porter
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