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M&A Transactions Under the Influence of the COVID-19 Pandemic


Level: Advanced
Runtime: 61 minutes
Recorded Date: April 22, 2020
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Agenda

  • Overview
  • Valuation and Pricing
  • Focus on Due Diligence
  • Representations and Warranty Insurance
  • Interim Covenants
  • MAC and Closing Conditions
  • Conclusion
Runtime: 1 hour, 1 minute
Recorded: April 22, 2020

For NY - Difficulty Level: Experienced attorneys only (non-transitional)

Description

The COVID-19 pandemic has made all market participants refocus how M&A transactions are being approached and managed.

This panel of experts from major regions around the globe will discuss the effects or these changes on deal structuring, due diligence, terms and conditions of acquisition agreements and closing mechanisms. Deal lawyers need to be aware of the new paradigms: Buyers have a stronger position, valuations will be more cautious. due diligence will be more thorough and focused on risks related to the pandemic, as will contractual provisions and deal structures. Buyers will seek best protection of their interest before closing a transaction.

This program was recorded on April 22nd, 2020.

Provided By

American Bar Association
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Panelists

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Luciana Cossermelli Tornosvky

Partner
Demarest

Partner of Demarest’s Mergers and Acquisitions area, Luciana Cossermelli Tornovsky holds a master’s degree (LLM) from the Harvard Law School (USA) and a postgraduate degree from the International Tax Program (ITP) at Harvard University. She is the author of notable book chapters, such as “International Trade Law” (Aduaneiras, 2004), “Securities World 2005 – Jurisdictional Comparison” (European Lawyer, 2005) and “Business Laws of Brazil” (West, 2009-2010). Luciana is head of Demarest’s Corporate Social Responsibility area, which encompasses the Social Responsibility, Diversity & Inclusion and Pro Bono groups. Luciana is ranked in Chambers Global, Chambers Latin America, The Legal 500, Análise Advocacia 500, LACCA, Leaders League, IFLR, among others.

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Alison Zieske Preiss

Partner
Wachtell, Lipton, Rosen & Katz

Alison Zieske Preiss is a Partner in Wachtell, Lipton, Rosen & Katz’s Corporate Department. Her practice focuses primarily on advising both public and private companies in a wide range of industries in connection with mergers, acquisitions, divestitures, leveraged buyouts, complex restructuring deals, cross-border transactions, securities offerings and joint ventures. Ms. Preiss also advises boards of directors and board committees with respect to proxy contests, takeover defense strategies and other corporate governance matters.

Ms. Preiss’s significant public representations include: Pfizer Inc. in its $5.2 billion acquisition of Anacor Pharmaceuticals and in its $160 billion terminated transaction with Allergan plc; Alexion in its $8.4 billion acquisition of Synageva BioPharma Corp.; The Match Group in its $575 million acquisition of PlentyofFish; Energy Transfer in its terminated transaction with The Williams Companies, Inc.; Terry’s Tire Town in its $345 million acquisition by American Tire Distributor Holdings Inc.; Expedia in its minority investment in Decolar.com; Constellium N.V. in its initial public offering; Convergys Corp in its $820 million acquisition of Stream Global Services; Johnson Controls in the sale of its automotive electronics business to Visteon and its Homelink electronics unit to Gentex Corp.; Leap Wireless International in its $1.2 billion sale to AT&T; United Technologies in its $3.5 billion sale of its industrial products businesses to BC Partners and The Carlyle Group; Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings; CKx, Inc. in its $500 million sale to Apollo Global Management LLC; Prisa, Spain’s largest media company, in its $1.2 billion investment by Liberty Acquisition Holdings; Bank of America in its payments joint venture with First Data Corp.; MoneyGram in its recapitalization with an investor group led by Thomas H. Lee Partners and Goldman Sachs; and Home Depot in its $8.5 billion sale of Home Depot Supply to Bain Capital Partners, The Carlyle Group and Clayton Dubilier & Rice.

Ms. Preiss earned a J.D. with honors from the University of Chicago Law School in 2006 and a B.S./B.A. summa cum laude from The Ohio State University in 2003.

Ms. Preiss is a member of the New York State Bar Association and the American Bar Association.

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John Du

Partner
Jun He Law Offices

John Du is a New York resident partner of Jun He Law Offices, an international law firm headquartered in Beijing. His practice focuses on US-China cross-border transactions, FDI and IP protection and enforcement in China. Since joining Jun He in 2001, Mr. Du has represented a wide variety of clients doing business in China, and has had extensive experience in technology licensing and IP protection. Mr. Du graduated cum laude from New York Law School (JD) and Beijing Institute of International Relations (BA). He is a New York licensed attorney and a frequent speaker on legal issues relating to doing business in China.

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Eliana Catalano

Partner
Bonelli Erede

Eliana Catalano is a Partner at Bonelli Erede.

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Hermann Knott

Partner
Andersen Tax & Legal

Hermann began his professional career in 1989 with a leading New York firm when the Berlin Wall collapsed and international investors needed advice for transactions in the then emerging Central Europe. After two years with a leading corporate firm in Germany he was one of the founders of what is today Luther, at the time the member firm of Andersen Legal in Germany. Hermann has recently been a founding partner of Andersen in Germany, the German member firm of Andersen Global.

Hermann‘s practice focuses on advising sellers and buyers on M&A transactions. Hermann specializes in acquisitions made by industrial and financial investors, in joint ventures and business restructurings. He advises on international infrastructure projects, most recently in Africa and Latin America. He is also involved as a party representative in international arbitration on complex disputes between business partners, most recently regarding the dissolution of joint ventures.

In his services to clients Hermann realizes his clients’ business interests in the most efficient way by using appropriate project management tools. He has been engaged both in inbound transactions into Germany as well as outbound deals into foreign countries. In this context he can use his wide range of contacts around the world he has established through his leadership roles in the International Bar Association (IBA) and the American Bar Association (ABA). The experience from working with integrated teams of lawyers, tax advisers and financial experts allows Hermann to take into account all aspects of a deal beyond those of a pure legal nature.

The industry focus of Hermann’s practice is on the logistics, services and manufacturing sectors.

Hermann is the editor of a highly reputed textbook on business acquisitions of which in summer 2019 the 6th edition will be published. He is also a frequent speaker on international conferences on topics relating to corporate law and the management of law firms.


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