Mergers and Acquisitions 2002: Getting the Deal Done - Current Legal Issues


A Powerpoint presentation covering the following:

  • Current M&A from a Seller's Perspective

  • Current M&A from a Buyer's Perspective

  • For Both Buyer and Seller, Increased Challenges for M&A Transactions

  • MAC Conditions Invoked as a Reason for Termination of the Deal – The Impact of Tyson and Enron

  • What is a MAC? A material adverse change in what?

  • What does “material” mean?

  • Where’s the beef? Tyson Foods vs. IBP

  • MAC Attack: Tyson vs. IBP

  • The Big MAC: Enron/Dynegy


  • Speeding Up the Timeframe for Closing the Deal

  • Use of Early Commencement of Exchange Offers under Regulation M-A to Shorten the Timeframe for Closing

  • Using Contractual Deal Protection Provisions

  • Getting the Deal Done – Current Deal Protection Measures

  • Stronger Deal Protection Measures may be Acceptable under Certain Circumstances

  • Elimination of Pooling/Goodwill Impairment

  • Protecting Against Defaults – M&A Insurance

  • Fiduciary Duties of Directors

  • Fiduciary Duties of Directors of Targets in M&A Transactions

  • How to Protect Directors Against Liability in M&A Transactions

  • Due Diligence

  • Post-Closing Purchase Price Adjustments

  • Increased Use of Earnouts

Email Disclaimer