Webcast: Critical Developments and Trends in M&A Post-Closing Remedies

November 18, 2015

This fast-paced program explores the latest trends, structures, pitfalls and opportunities in drafting and negotiating post-closing remedies in M&A transactions.

The presentation addresses pertinent topics including:

  • Latest trends in negotiating indemnification provisions;
  • Representation and warranty insurance;
  • Unforeseen impacts of damages waivers; and
  • Consequences of exceptions to the exclusive remedies provision.

View Slides [PDF]


Panelists:

Terrence R. Allen is a partner in Gibson, Dunn & Crutcher’s Orange County Office. Mr. Allen has experience in a broad array of corporate transactions, including public and private mergers, stock purchases, asset sales and leveraged recapitalizations. He has represented issuers and underwriters in initial public offerings, secondary equity offerings, as well as issuers in private placements and venture capital deals and investors in purchases of equity and start-up and other private companies. Mr. Allen has also advised public companies on corporate governance and disclosure issues. Mr. Allen earned his law degree from the University of Southern California, where he was a Trustee Scholar and a National Merit Scholar. He has conducted extensive market research relating to private M&A transactions. In 2003, he conceived and led the development of one of the earliest and most comprehensive “deal points” studies to achieve circulation in the marketplace. The study involved the analysis of more than 250 acquisition agreements pertaining to closed private M&A transactions in more than two dozen industries to determine the prevalence of approximately 70 different provisions often included in these agreements. In 2009, he conceived and led the development of Gibson Dunn’s groundbreaking, multi-year study regarding indemnification claims in private M&A transactions. Since 2008, Mr. Allen has served as an editor of the Lexis-Nexis M&A Practice Guide.

Robert B. Little is a partner in Gibson, Dunn & Crutcher’s Dallas office. Consistently recognized as one of The Best Lawyers in America®, Mr. Little’s practice focuses on corporate transactions, including mergers and acquisitions, securities offerings, joint ventures, investments in public and private entities, and commercial transactions. He also advises business organizations regarding matters such as securities law disclosure, corporate governance, and fiduciary obligations. In addition, he represents investment funds and their sponsors along with investors in such funds. In 2013, Mr. Little was the youngest corporate M&A lawyer in Texas to receive a ranking by Chambers USA: America’s Leading Lawyers for Business. Texas Lawyer named Mr. Little to its 2013 list of “Legal Leaders on the Rise” recognizing Texas lawyers under age 40 whose accomplishments distinguish them from their peers. In addition, Dallas Business Journal named Mr. Little to its list of Who’s Who in Energy 2013, featuring “the movers and shakers of the energy industry.” Mr. Little received his law degree in 1998 with highest honors from The University of Texas School of Law, where he was named a Chancellor and a member of Order of the Coif and served as Articles Editor of the Texas Law Review. He is a frequent writer and speaker on corporate law matters.


MCLE Credit Information:  

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1 credit hour, of which 1 credit hour may be applied toward the areas of professional practice requirement.  This course is NOT approved for transitional credit.

Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast.  Please contact Jeanine McKeown (National Training Administrator), at 213-229-7140 or jmckeown@gibsondunn.comto request the MCLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1 hour.

California attorneys may claim “self-study” credit for viewing the archived version of this webcast.  No certificate of attendance is required for California “self-study” credit.