Full Description
A carve-out in the M&A context is a partial sale of a business unit from a company. It is different from a straightforward M&A in that it is more complex with many more issues involved.
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.
Contents
Table of contents
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
Tax
Employees
Catherine Drinnan
Latham & Watkins
IP
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
