Antitrust in M&A: Allocating Risk and Responsibility in Merger Agreements
Efforts Clauses, End Dates, Termination Fees, MAC Clauses, Control of Investigation Strategy
A live 90-minute premium CLE webinar with interactive Q&A
This CLE webinar will examine provisions that are commonly used to allocate antitrust risk in M&As and how to ensure compliance with those provisions. The panel will provide some real world examples of how these provisions have played out in recent high profile cases when a deal fails to close.
- How antitrust issues can derail an M&A transaction
- Efforts clauses
- End dates and break or termination fees
- Material adverse effect/change (MAC) clauses
- Control of investigation strategy
- Cooperation provisions, clean teams, joint defense agreements
The panel will review these and other noteworthy topics:
- What antitrust risks should be addressed in a merger agreement?
- How should the parties determine the level of "efforts" each is obligated to exercise to gain antitrust approval?
- How are end date provisions and termination fees used to allocate risk?
- What factors should be considered in deciding who should control the antitrust investigation strategy?
- What level of cooperation should be required, and when is joint defense agreeement appropriate?
Rucha A. Desai
Ms. Desai earned her J.D. from New York University School of Law, where she was a staff editor for Moot Court and... | Read More
Ms. Desai earned her J.D. from New York University School of Law, where she was a staff editor for Moot Court and co-chair of the South Asian Law Students Association. While at NYU, she worked as a research assistant to the esteemed Professor Adam M. Samaha.Close
John R. Ingrassia
Mr. Ingrassia advises on the full range of antitrust matters in diverse industries, including chemicals,... | Read More
Mr. Ingrassia advises on the full range of antitrust matters in diverse industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services and health care, among others. His practice focuses on the analysis and resolution of antitrust issues related to mergers, acquisitions, and joint ventures, and the analysis and assessment of pre-merger notification requirements. Mr. Ingrassia has extensive experience with the legal, practical, and technical requirements of merger clearance and is regularly invited to participate in Federal Trade Commission and bar association meetings regarding Hart-Scott-Rodino practice issues.Close
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