Description
Book SynopsisA 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.
Trade ReviewHighly practical and commercially focused. An essential read for any in-house lawyer about to embark on a carve out. -- Matthew Frankel, General Counsel
Table of ContentsTable 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
