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Carve-out M&A Transactions: A Practical Guide

Carve-out M&A Transactions: A Practical Guide

Author: Robbie McLaren; Latham & Watkins
Publisher: Globe Law and Business
ISBN: 9781787422407
Published In: September 2019
Format: Hardback , 200 pages
Jurisdiction: International ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author
Reviews

Details

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.

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

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

Consulting editor(s): Robbie McLaren, Latham & Watkins

Contributing firm	Name
Latham & Watkins	Robbie McLaren

Contributors

Contributing firm	Name
Gibson Dunn	Jeffrey Sullivan
Latham & Watkins	Anna Ngo
	Beatrice Lo
	Catherine Drinnan
	Claire Keast-Butler
	Ed Barnett
	Emily Cridland
	Farah O’Brien
	Frances Stocks
	Gail Crawford
	Gregory Bonne
	Jonathan Parker
	Nick Cline
	Scott Shean
	Terry Charambalous

An insightful and practical guide to complex M&A carve-out transactions. A great read for principals, advisors and in-house lawyers

- Gaute S. Gravir, Attorney-at-law, Telenor Group

An insightful read from leading experts. Contains some great tips to ensure your carve-out is a success.

- Rachel Canham, Company Secretary & General Counsel Governance, BT Group plc

Highly practical and commercially focused. An essential read for any in-house lawyer about to embark on a carve out.

- Matthew Frankel, General Counsel, Theramex

For those involved professionally in the intricacies of this specific area of law, this book is an essential reference.

- Elizabeth Robson Taylor and Philip Taylor MBE, Richmond Green Chambers

The book is a masterpiece for teaching purposes as well as for practitioners; it provides an important and provocative contribution to mergers and acquisitions law, and scholars and lawyers in the field should save a place for it on their shelves.

- Daniele D'Alvia, Business Law Review, Issue 1