Deal Consummation Risk in M&A Transactions

Negotiating MAC Clauses, Financing Contingencies, Reverse Termination Fees and Specific Performance

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, July 28, 2011

Recorded event now available

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Course Materials

This CLE course will provide counsel to buyers and sellers with best practices for negotiating and structuring deal consummation risk provisions and discuss current trends in the use of these provisions in M&A.


An increase in failed merger deals in recent years pushed buyers and sellers to aggressively negotiate deal provisions relating to consummation risks in merger agreements. MAC clauses, reverse break-up fees, specific performance and financing contingencies are common features of today’s M&A deals.

During the height of the credit crisis, attempts to escape merger deals triggered several hotly-contested lawsuits. Counsel advising buyers and sellers should cautiously consider which provisions are most suitable and carefully negotiate them when structuring deals.

Listen as our authoritative panel of merger & acquisition attorneys outlines best practices for negotiating deal consummation risk provisions in M&A transactions, focusing specifically on MAC clauses, reverse-termination fees, specific performance and financing contingencies.



  1. Current trends in use of deal consummation risk provisions and recent transactions
  2. Best practices for negotiating provisions – buyer and seller perspective
    1. MAC clauses
    2. Financing contingencies
    3. Reverse-termination fees
    4. Specific performance


The panel will review these and other key questions:

  • What deal consummation risk provisions are most often being included in merger agreements in the current deal environment?
  • How can counsel for buyers and sellers best mitigate risk when drafting and negotiating deal consummation risk provisions?
  • What are the most commonly disputed issues arising from the use of deal consummation risk provisions and what are some effective strategies for resolving them?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


James L. Kelly
James L. Kelly

Pillsbury Winthrop Shaw Pittman

He has closed over (i) several billion in acquisitions, investments and sales for both large-cap and middle-market...  |  Read More

Igor Kirman
Igor Kirman

Wachtell Lipton Rosen & Katz

Mr. Kirman focuses primarily on mergers and acquisitions, corporate governance, and general corporate and...  |  Read More

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