CD of Teleconference with Q&A
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Conducted on Tuesday, June 24, 2008
Now available on CD |
The credit market crisis has pushed buyers and lenders in purchase and merger agreements to seek ways to escape deals without penalty. Material adverse change (MAC) clauses, which permit the cancellation of a deal under certain circumstances, have become a common though contentious, exit strategy.
Over the past year, questions about what constitutes a material adverse change have been at the center of several disputed deals, triggering a number of lawsuits. Despite the litigation, courts still have not provided clear guidance on the issue.
Most of the controversy over MAC clauses surrounds the exceptions that the parties aggressively negotiate at the front-end of the deal. Reaching a favorable agreement requires a combination of solid negotiating and drafting skills with a willingness to walk away from a deal if need be.
Listen and participate from your telephone as our panel of attorneys discusses current trends surrounding MAC clauses and best practices for securing forward-thinking deal terms through sound MAC clauses.
The panel included:
G. Thomas Stromberg, Partner, Winston & Strawn, Los Angeles. He concentrates his practice in mergers and acquisitions, private equity, joint ventures, corporate finance, and SOX compliance. He is a frequent speaker on various topics, including drafting techniques.
Vincent P. (Trace) Schmeltz III, Counsel, Dewey & LeBoeuf, Chicago. He litigates merger and acquisition disputes, pursuing and defending claims on behalf of corporations. He represented The Finish Line Inc. in recent litigation with UBS involving a MAC clause.
Clifford E. Neimeth, Shareholder, Greenberg Traurig, New York. He has over 22 years of experience structuring, managing, negotiating and executing merger and acquisition transactions. His clients include Fortune 500 acquirers and sellers. He is a frequent speaker on M&A strategies.
The panel reviewed these and other key questions:
- How has the recent trend of lawsuits impacted negotiation of MAC clauses?
- What is the current state of the law regarding MAC clauses?
- How can counsel for buyers and sellers best mitigate risk when drafting and negotiating MAC clauses?
Following the speaker presentations, you’ll have an opportunity to get answers to your specific questions during the interactive Q&A.
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TELECONFERENCE CD
Purchase a CD-ROM of the full conference proceedings, including Q&A and PDF files of all handouts (available 10 days after the program).
- Teleconference CD Price $297
- With Teleconference Registration – an additional $75 (plus $9.45 S&H)
CLE credit is available for an additional $65 each for attorneys seeking CLE credits for NY or CT.
Other states may grant CLE credits for listening to this CD — check with your state about applying for self-study credit on CD-listening.