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T H E N E WS L E T T E R
O F T H E M E RG E RS
A N D AC Q U I S I T I O N S C O M M I T T E E
Deal VO L U M E
Issue 2
Spring 2021
X X V I
Points
Wilson Chu CHAIR
T H E N E WS L E T T E R Michael O’Bryan VICE-CHAIR
Jessica Pearlman VICE-CHAIR
O F T H E M E RG E RS
George Taylor VICE-CHAIR
A N D AC Q U I S I T I O N S C O M M I T T EChauncey
E M. Lane EDITOR
F RO M T H E C H A I R F RO M T H E E D I TO R
Wilson Chu Chauncey M. Lane
Dear Members: Welcome to the Spring 2021 issue of Deal Points! While
the pandemic may have deprived you of visiting my
Hopefully, VSpring (April 19-23) will be our last virtu- wonderful hometown of Dallas to attend the Section’s
al-only meeting with a light at the end of the tunnel Spring Meeting in person, it has not deprived you of
for us to meet in person for our Annual Meeting in San another exceptional issue of Deal Points. Before I tell
Diego, September 9-11. That said, Zoom has been a you about the great things you will find in this issue of
boon to our ability reach many more members and to Deal Points, a fun fact about my hometown. The Dallas
feature speakers happier to join us without the time and Arts District is the largest contiguous urban arts district
expense of travel. in the United States. Although you can’t visit the Dallas
Arts District in person, The Business Law Section has
As you will see from our Agenda on Page 20, we’re de- provided VSpring Meeting attendees with a curated list
livering again, and this time with the addition of more of Dallas Arts District content you can explore virtually
opportunities to interact through: between meeting sessions. Check it out!
• Our “M&A Committee Lounge” (sure, cue the lounge In this issue, we start with a look at how insurance can
lizard music) throughout VSpring for anyone to drop in be effectively used to minimize the growing risks associ-
and otherwise promote casual pot-luck meetings. ated with SPACs. We then take a look at how to avoid
pitfalls associated with defined benefit plans in M&A
• “Hang outs” following each Subcommittee meeting for transactions followed by common traps in boilerplate
you to carry on the conversation. arbitration provisions. We next visit new limits on for-
eign direct investments in Italy followed by a provoking
• A Chat with Attendees feature that allows you to stalk, discussion on exception clauses in MAE provisions.
errr, directly arrange one-on-one meetings with other Next, we get an important reminder of the key role
attendees. non-disclosure agreements and letters of intent play in
M&A transactions. Finally, we receive a primer on how
• Our Virtual BYOB Cocktail Hour, 5:00pm, CT, Friday, to manage cybersecurity and data privacy risks in M&A
April 23, immediately following our full Committee transactions through properly tailored representations
meeting. and warranties.
Special thanks to our VSpring Sponsors: American Arbi- Thank you to each of our contributors. I encourage
tration Association, Thomson Reuters Practical Law, Lit- each of you to consider contributing to future issues of
era, McDermott Will & Emery LLP, and Reed Smith LLP. Deal Points. Articles should be 1,500 words or less and
should address a topic of general interest to M&A prac-
And of course, special thanks to Deal Points Editor, titioners. All submissions should be sent to: DealPoints@
Chauncey Lane, for his expert cat-herding to pull togeth- ReedSmith.com.
er another terrific issue. As always, feel free to share this
issue with “All Corporate” unless you want to keep them
in the dark about how you know all things M&A!
C O N T E N TS
What’s New & Trending 4 SPACs: From Hot Mess to Cool as Cucumbers
Feature Articles 7 Avoiding Pension Landmines in Corporate Transactions
8 Beware the Boilerplate!
9 FDI and Golden Powers in Italy: A New Paradigm
10 How Much Do Exceptions in MAE Definitions Except?
11 Non-Disclosure Agreements and Letters of Intent
12 Cybersecurity and Data Privacy Representations and Warranties
in M&A Purchase Agreements
Task Force 13 Academic Subcommittee
and Subcommittee 13 Legal Project Management Subcommittee
Reports 14 M&A Jurisprudence Subcommittee
16 Market Trends Subcommittee and Public Companies Subcommittee
16 Private Equity M&A Joint Subcommittee
16 Short Form Agreements Joint Task Force
18 Women in Mergers and Acquisitions Subcommittee
Committee 19 Virtual Mergers and Acquisitions Committee Meeting 2021
Meeting 20 Committee meeting agenda
Materials 21 Committee Structure and Leadership
22 Committee Organizational Chart
Deal Points
Volume XXVI, Issue 2, Spring 2021
W H AT ’S N E W & T R E N D I N G
SPACs: From Hot Mess to Cool as Cucumbers
YELENA DUNAEVSKY, ESQ. Vice President, Transactional Insurance at Woodruff-Sawyer & Co.
EMILY MAIER Senior Vice President, National Group Leader – M&A Insurance at Woodruff-Sawyer & Co.
SPACs have been a bit of a hot mess lately. Hot in that stories of dashed dreams and hefty legal settlements.
they’ve been the hottest thing to hit Wall Street this As insurance brokers who specialize in SPAC IPO
year. A mess in that the exuberance around them is and De-SPAC transactions our job is to think about
yielding irrational investor behavior, resulting in Secu- how to protect our clients from disaster and how to
rities and Exchange Commission’s (SEC) scrutiny, and best minimize their pain. Some of the following pain
questionable business combinations, resulting in an minimization techniques through the use of insurance
4
influx of plaintiffs’ lawsuits. All this as already pointing are worth considering for all participants in the SPAC
to a looming market correction and will end in sad market.
Directors’ and Officers’ (D&O) Insurance
The fact that a SPAC’s stock will be publicly traded Reps and warranties insurance is M&A transaction
after the IPO makes the SPAC’s management team insurance that protects the insured against breaches
and its directors and officers vulnerable to lawsuits of representations and warranties in a purchase or
from investors. SEC statements, enforcements and merger agreement. It gets triggered when the reps in
investigations aimed at SPACs are also becoming more the agreement prove to be incorrect. It is used widely
frequent. SEC’s latest warnings, for example, focused in private company M&A and is a standard market
on SPAC projections, accounting treatment of war- risk mitigation tool in almost all private equity-backed
rants and celebrity-backed SPACs, and its inquiries deals and 50% of strategic deals.
were addressed to several investment banks working
on SPAC deals. D&O insurance, of course, is designed In the SPAC world, RWI is becoming more popular as
to mitigate risk from the outcomes of such actions that more PE-backed SPACs are entering the market. Some
might fall on individual directors and officers and the recent and known SPAC combinations that used a reps
companies they serve. policy include the acquisition of Immunovant by Health
Sciences Acquisitions Corporation and the acquisition
The interesting and often overlooked fact is that D&O of Virgin Galactic by Social Capital Hedosophia.
insurance may not be able to respond in all situations
Deal Points
and that other insurance products, like a representa-
tions and warranties (RWI) policy, may be able to cover
risk areas where a D&O policy falls short.
Volume XXVI, Issue 2, Spring 2021
Common SPAC Litigation Scenarios
Let’s look at a few typical litigation areas for SPACs and 3. The SEC may investigate a SPAC and/or the combi-
see which scenarios would potentially be covered by an ned entity and bring enforcement actions against their
RWI policy and which would benefit from a combina- Ds & Os. In these scenarios the D&O policies would
tion of a D&O policy and a reps and warranties policy. respond by covering the Ds and Os for the costs of
SEC investigation.
1. After the SPAC’s IPO, its shareholders can sue the
SPAC and its Ds and Os for damages the sharehol- 4. Plaintiffs can bring a securities class action against
ders incur due to material misstatements or omis- the newly combined public entity after the com-
sions in the SPAC’s S-1 registration statement. This bination. This kind of a lawsuit is usually triggered
is a classic scenario for a D&O policy to cover. by a significant drop in the price of the entity’s
stock and is essentially the same kind of lawsuit
2. Between the announcement of the business com- that would be brought against any public company.
bination an its closing, a SPAC may be sued based This scenario would trigger a response by the com-
on price volatility resulting from the announcement. bined entity’s D&O policy. Discovery of seller’s
Plaintiffs could bring a suit alleging that the SPAC fraud, as we saw in the case of Akazoo for example,
team conducted shoddy due diligence as it evalua- could be one of the reasons for a major stock drop.
ted the target thereby breaching the Ds’ and Os’ However, this kind of fraud could be rectified by
fiduciary duties. The SPAC and its Ds and Os, the a robust RWI policy and the existence of the RWI
combined entity and the target’s Ds and Os could policy could avoid or mitigate a massive stock drop
also be sued for the same reasons after closing. As in the first place.
well as the claim of a breach of fiduciary duties,
plaintiffs can allege that the SPAC team and the 5. Creditors of a company that becomes bankrupt af-
target’s Ds and Os made misrepresentations in the ter a business combination with a SPAC may sue 5
SPAC’s proxy statement and other SEC filings. The the bankrupt company’s Ds & Os and even the ori-
SPAC’s and the target’s D&O policies will be tas- ginal Ds & Os of the SPAC. A D&O policy would
ked with responding in these situations directly, but respond in this situation.
an RWI policy purchased by the SPAC ahead of the
combination can also help. First, the use of an RWI 6. The SPAC or its shareholders or the shareholders
policy creates a good argument against failure of fi- of the combined entity may bring a fraud claim
duciary duty. Having a third party ratify and confirm against the target’s Ds and Os when the true value
one’s due diligence, which is a requirement in obtai- of the target is revealed to be dramatically lower
ning an RWI policy, could provide a firm defense of than its projected valuation going into the business
the Ds’ & Os’ position. Second, if there is a problem combination. This kind of fraud claim is best cove-
with the target the RWI could potentially make the red by an RWI policy.
SPAC whole, thus mitigating any loss of value.
How Do D&O and RWI Policies Respond in These Situations?
A well-designed combination of D&O policies for the The process behind obtaining an RWI policy helps. As
SPAC, the combined entity and the target should res- part of that process, the underwriter hires its own coun-
pond to most of the above-mentioned scenarios. For sel to review the diligence done by the SPAC’s team
scenarios two, four and six, however, having an RWI po- around the target’s financial conditions and business
licy in place can bolster the defense against (1) allega- operations. The underwriter and their counsel typically
Deal Points
tions of breach of fiduciary duties by the Ds and Os and specialize in the industry of the target and see dozens of
(2) allegations of incomplete or rushed due diligence. similar kinds of acquisitions a year. Having access to all
Volume XXVI, Issue 2, Spring 2021
of these deals, they are able to quickly hone in on pos- effort the SPAC team puts into going through the un-
sible risk areas and areas where diligence is not done to derwriting process to obtain an RWI as well as the be-
market standard. Having this third-party additional set nefit of the coverage the RWI provides to cover costs
of eyes reviewing the SPAC team’s diligence and getting of breached representations in the merger agreement
a thumbs up to proceed makes a very good case against may be used to counteract allegations of breaches of
allegations of insufficient diligence. And the additional the SPAC team’s fiduciary duties.
Current Market Approach
More SPACs are folding RWI into their acquisition stra- insurers were not familiar with SPACs, in 2021 they are
tegies. In 2020, out of about 65 De-SPACs, 10 used an becoming more comfortable with the SPAC structure
RWI policy in their deals. With more PE-backed SPACs and more willing to offer coverage. They also typically do
coming to market, SPAC use of reps and warranties not differentiate between a SPAC and a non-SPAC ac-
insurance in 2021 is bound to increase. Serial SPACers quisition for a plain vanilla policy and a straight-forward
are also discovering the benefits of an RWI policy in merger. With over 20 insurers competing against each
not only providing additional protection for the tran- other in the RWI market, a good broker that specializes
saction, but for making the acquisition process smoo- in SPAC RWI will be able to find several attractive op-
ther and more efficient. tions for coverage. An RWI policy can be placed fairly
quickly and runs alongside the deal as is illustrated in
The good news is that while in early 2020 most RWI the following diagram:
M&A RWI Managemeet Purchase
Negotiates Agreement is
Insurance Process Deal Signed
Purchase
Managemeet M&A Agreement Business 6
Seeks M&A Target is Terms Combination
Target identified Negotiated is Closed
SPAC
IPO
Managemeet Broker RWI Policy Final RWI Policy
Contacts Contacts Terms is Delivered to
RWI Broker Insures for Negotiated Insured
Quotes
Broker Presents RWI Policy
RWI Terms to is Bound
Management
Opportunities for grievances and lawsuits against a effective alternative. While not a standalone protection
SPAC, a SPAC-combined entity and their Ds and Os against most typical SPAC litigation risks or an alternati-
abound, and the creativity of the plaintiffs’ bar is be- ve to a D&O policy, an RWI policy could go a long way
ing spurned by the extreme rush of activity in the SPAC towards bolstering the SPAC’s defenses and minimizing
market. Sometimes a D&O policy provides all of the damages for the SPAC’s sponsors, management and
needed protection but sometimes a combination of a shareholders.
D&O policy with an RWI policy is a much better and
Deal Points
Got News & Trends? Are you following any new deal trends
or have other news relevant to our
CHAUNCEY LANE Editor committee? If so, I want to share your
clane@reedsmith.com, REED SMITH LLP content. Simply contact me via email at
dealpoints@reedsmith.com.
Volume XXVI, Issue 2, Spring 2021
F E AT U R E
A RT I C L E S
Avoiding Pension Landmines
in Corporate Transactions
KATIE KOHN Of Counsel at Groom Law Group
The existence of defined benefit pension plans is usually • Operationally distinct companies. Many times, a
the subject of standard due diligence when a company company or its advisors believe that because the
is purchasing the stock of or merging with another com- company has “nothing to do” with a pension plan
pany, or when a company is purchasing the assets of sponsor or contributing employer—usually refer-
another. But too often, parties focus only on whether ring to a lack of relationship between the opera-
the target/seller sponsors, maintains, or contributes to a tions of the company and the plan sponsor—that
defined benefit plan, and whether the buyer intends to the company cannot be responsible for liabilities
continue such plans, without considering other issues relating to the pension plan. This is not true. Un-
that can arise under Title IV of the Employee Retirement der the controlled group rules, common ownership
Income Security Act (“ERISA”). This article briefly sum- generally is all that matters; the operations of en- 7
marizes potential pitfalls relating to pension plans in the tities need not be related for a controlled group
context of corporate transactions. relationship to arise.
Controlled Group • Complex ownership structures. The controlled
group rules are complex, particularly where indi-
Under ERISA, with respect to single employer pension viduals or trusts ultimately own the plan sponsor.
plans, it is not just the sponsor of a plan that is respon- Entities owned by the same individuals, estates,
sible for the obligations relating to the plan—including or trusts that own the plan sponsor can be in the
payment of minimum funding contributions, PBGC pre- sponsor’s controlled group. A multitude of own-
miums, and any underfunding if the plan terminates— ership attribution rules apply to trusts and trust
but also each member of the sponsor’s “controlled beneficiaries, and to spouses, children and other
group”. With respect to multiemployer (union) plans, family members. These rules must be considered
entities in the same control group with the contributing when determining whether a target company or
employer are generally liable for any withdrawal liability seller is in a controlled group with a plan sponsor.
that arises if the contributing employer exits the plan.
Generally, entities are in the same controlled group if • Foreign entities. Although there are jurisdictional
they are connected to the plan sponsor or contributing questions regarding the ability of the Pension Ben-
employer through common ownership of at least 80%. efit Guaranty Corporation (“PBGC”), the insurer of
The controlled group rules are complicated and can single employer pension plans, or multiemployer
be misunderstood, and there are several issues that plans to get a judgment against non-U.S. entities
Deal Points
could result incomplete or inaccurate information being with respect to pension liability, that does not
shared during the diligence stage.
C O N T I N U E R E A D I N G O N PAG E 28
Volume XXVI, Issue 2, Spring 2021
Beware the
Boilerplate!
IRA STARR Partner at Starr, Gern, Davison & Rubin, P.c.
The standard arbitration clause, found in thousands of 3. Filing Fees – the rules of the AAA as well as most
commercial and consumer contracts, will read something other arbitration sponsoring organizations, provide
like “Disputes - Arbitration. Any dispute or controversy that the claimant is initially responsible for pay-
arising under or in connection with this agreement shall ment of any requisite filing fees. As an inducement
be settled exclusively by arbitration conducted by an ar- to settlement rather than filing, it is often helpful
bitrator in the State of _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _̲̲ in accordance to insert in the arbitration clause that initial filing
with the rules of the American Arbitration Association fees shall be paid equally at the time of filing (ir-
then in effect.” respective of subsequent award of costs and fees,
discussed below).
To use a phrase that we all heard ad nauseum in law
school, this clause contains numerous “traps for the 4. Setting the first hearing date – we have all heard
unwary” to be discussed in this primer. the advertisement that arbitration is faster than
using the judicial system -- in this author’s experi-
1. Location – the standard clause states that the ence that is true no more than 50% of the time (or
8
arbitration will be conducted in “the State of _̲̲ _̲̲ _̲̲ 60% or 40% -- whatever you choose). The rules of
_̲̲ _̲̲ _̲̲ _̲̲ _̲̲ _” -- it doesn’t specify an exact location! most arbitration agencies will generally provide for
In order to protect your client from potentially a fairly prompt initial hearing but it is good practice
excessive additional travel expenses, as well as to incorporate a requirement in the arbitration
the inconvenience and expense of transporting clause that the arbitrator must be chosen within
witnesses and documents to a remote location, 30 days of the initial filing and the initial hearing
it is preferable (if not mandatory) that the exact MUST be scheduled within 30 days of the ap-
location of the arbitration be specified in the pointment of an arbitrator.
agreement. Don’t rely on the principle of forum
non-conveniens. 5. Discovery – one of the most advertised “advan-
tages” of arbitration (another potential future
2. Choice of law – while most contracts and agree- article) is that you save money because you don’t
ments contain a “choice of law” clause (and that is go through expensive depositions and discovery
perhaps the subject of another article) a definite demands. Nevertheless, in order to preserve your
choice of law provision should be incorporated options in the event the ultimate dispute requires
into the arbitration clause in order to ensure that deps etc. try to incorporate in the arbitration
the opposition or the arbitrator doesn’t urge the clause the ability to conduct deps. If the opposi-
application of the law (whether substantive or pro- tion is “big business” and if you push hard enough,
cedural) of a state which is adverse to your client’s it is likely that you will get some concession on the
position. The arbitration clause should specifically point, which of course can be waived at the time
state that “the law of __________ shall be applied in the arbitration is filed.
Deal Points
any arbitration proceeding”.
C O N T I N U E R E A D I N G O N PAG E 29
Volume XXVI, Issue 2, Spring 2021
FDI and Golden Powers
in Italy: A New Paradigm
GIOVANNI NARDULLI Partner at Legance
GIOVANNA RUSSO Counsel at Legance
GIOVANNI DESIDERIO Associate at Legance
The Covid-19 outbreak has affected almost every busi- coordination rules – the GPL has been progressively
ness sector since last year as well as the approach of amended, in particular by extending the scope of the
Governments worldwide towards the foreign acquisi- strategic assets falling under the governmental review
tion of national strategic assets. Accordingly, the M&A (5G, technology infrastructure and other high-technol-
market in Italy has faced a tidal change in the approach ogy assets now fall under such scrutiny).
of the Italian Government on foreign direct investments Finally, last year, following the wave of protectionisms
(FDI). for the national champions weakened by the emergency
or nevertheless concentrated on tackling it, the Italian
Historically, Italy has always welcomed FDI, which have Government further updated the FDI screening mecha-
been subject to a very limited scope of Government’s nism as outlined below.
review. In particular, Law Decree no. 21/2012 (the
Golden Powers Law or “GPL”) (i) has confined the review A. New FDI Screening in a Snapshot
9
of FDI to specific strategic sectors (defence and national
security; energy, transport and communications) and Strategic Sectors
(ii) has limited the exercise of the Government special
powers (“Golden Powers”) – i.e. veto rights or prescrip- First of all, in addition to the above mentioned tradi-
tions/conditions – only to threat of serious prejudice tional sectors (such as defence and national security;
to national interest, as detailed by law and subject to energy, transport and communications, 5G and other
judicial scrutiny. specific technological assets), the definition of strategic
fields for the purposes of the FDI screening has been
Following the increasing requests of strategic assets’ extended to the so-called “high tech sectors”1 (including,
protection – due to the incredibly fast technological in- when applicable, assets falling in the financial, banking
novation of the last years, the consequent cybersecurity or insurance sectors)2.
needs, the enactment of European Union FDI screening C O N T I N U E R E A D I N G O N PAG E 30
1
As listed in Article 4, par. 1, letters a) b) c) d) and e) of Regulation (EU) 2019/452, i.e.:
a) critical infrastructures, whether physical or virtual, including energy, transportation, water, health, communications, media,
data processing or storage, aerospace, defense, electoral or financial infrastructure, and sensitive facilities, as well as land and
real estate crucial for the use of such infrastructure;
b) critical technologies and dual use items as defined according to European regulations, including artificial intelligence,
robotics, semiconductors, cybersecurity, aerospace, defense, energy storage, quantum and nuclear technologies as well as
nanotechnologies and biotechnologies;
c) supply of critical inputs, including energy or raw materials, as well as food security;
d) access to sensitive information, including personal data, or the ability to control such information.
Deal Points
2
The aim of this newsletter is not to provide a complete list of all the sectors falling within the scope of the FDI regulation. Howe-
ver, please consider the following list summarized: energy, water, health, storage, process, access and control of personal and
sensitive data, electoral infrastructure, financial, banking and insurance, high tech, aerospace, agri-food and steel sector, dual-use
products, freedom and pluralism of the media.
Volume XXVI, Issue 2, Spring 2021
How Much Do Exceptions in
MAE Definitions Except?
ROBERT T. MILLER Professor of Law at the University of Iowa College of Law and a
Fellow at the Classical Liberal Institute at New York University Law School
Definitions of the term “Material Adverse Effect” in pub- be carved out (e.g., a general economic downturn
lic company merger agreements commonly except from must relate to the material adverse effect on the
the definition events related to certain systemic risks, business).3
such as general changes in business or economic condi-
tions, general changes in financial or securities markets, If this difference in the introductory language matters,
and general changes in the industries in which the target then the authors are on to something important that
company operates. A new article by Professor Guhan has largely gone unnoticed in the literature and caselaw.
Subramanian (Harvard) and Caley Petrucci (Wachtell,
Lipton)1 forthcoming in the Columbia Law Review sug- To make sense of this, we should start from first princi-
gests that the language introducing the exceptions in an ples and recall that in MAE definitions, the (capitalized)
MAE definition tends to come in either of two different term “Material Adverse Effect” is defined to mean any
forms. In the sample of merger agreements that the event that has or would reasonably be expected to have
authors studied, (the exact language varies) an (uncapitalized) material 10
adverse effect on the target. The definition is thus in-
[T]he introduction to the carveouts [i.e., excep- herently causal: a Material Adverse Effect is an event
tions] was analyzed to determine whether the that causes a material adverse effect on the target. It
MAE must ‘arise from’ (or similar) the enumerated is counterintuitive, but a (capitalized) Material Adverse
categories in order to be carved out (i.e., a causal Effect is not an (uncapitalized) material adverse effect.
requirement); or whether the MAE must be ‘relat- Rather, a Material Adverse Effect is an event that causes
ed to’ (or similar) the enumerated categories to be a material adverse effect. MAE definitions then allocate
carved out.2 risk between targets and acquirers by dividing events
causing a material adverse effect into two classes:
The authors think the difference is important: events for which the target bears the risk and events
for which the acquirer bears the risk. Given the logical
One could read the carveout as narrower (i.e., more structure of the definition, an event causing a material
buyer-friendly) if there is a causal requirement than adverse effect is in the first class (i.e., the risk on the tar-
if there is not. When there is a causal requirement, get) and so counts as a Material Adverse Effect, unless
the carved-out category must cause the MAE (e.g., the event falls within an exception (i.e., the risk is on
a pandemic must cause the material adverse effect the acquirer), in which case the event is not a Material
on the business in order to be carved out). When Adverse Effect after all, even though it causes a material
there is no causal requirement, the carved-out cat- adverse effect on the target.
egory must merely relate to the MAE in order to
C O N T I N U E R E A D I N G O N PAG E 31
Deal Points
1
Guhan Subramanian & Caley Petrucci, Deals in the Time of a Pandemic, __ Columb. L. Rev. __ (2021), available at https://papers.
ssrn.com/sol3/abstract_id=3799191.
2
Id. at 37.
3
Id. at 50.
Volume XXVI, Issue 2, Spring 2021BYRON EGAN Partner at Jackson Walker LLP1
Non-Disclosure
Agreements and
Letters of Intent
Confidentiality or non-disclosure agreements (“NDA”) process. The breadth and scope of the non-re-
and letters of intent are important early stage docu- liance clauses in a confidentiality agreement are
ments for an M&A transaction, require precise wording defined by the parties to such preliminary con-
and can result in litigation. The NDA is typically the tracts themselves. In this case, RAA and Savage
first stage for the due diligence process of a merger or did that, clearly and unambiguously, in the NDA.
acquisition transaction, as parties generally are reluctant
to provide confidential information to the other side
without having the protection of an NDA.
*
The efficient operation of capital markets is de-
pendent upon the uniform interpretation and
In RAA Management, LLC v. Savage Sports Holdings, Inc.,2 application of the same language in contracts or
the Delaware Supreme Court held that non-reliance other documents. The non-reliance and waiver
disclaimer language in a confidentiality agreement was clauses in the NDA preclude the fraud claims
effective to bar fraud claims by a prospective buyer. asserted by RAA against Savage. Under New York
The prospective buyer had been told by seller during and Delaware law, the reasonable commercial
early discussions that seller had no significant unrecord- expectations of the parties, as set forth in the
11
ed liabilities, but due diligence showed otherwise. non-reliance disclaimer clauses in Paragraph 7
and the waiver provisions in Paragraph 8 of the
The confidentiality agreement provided that seller made NDA, must be enforced. Accordingly, the Supe-
no representations regarding any information provided rior Court properly granted Savage’s motion to
and that buyer could only rely on express representa- dismiss RAA’s Complaint.
tions in a definitive acquisition agreement, which was
never signed. After deciding not to pursue a transaction, A letter of intent is often entered into between a buyer
the buyer sued seller to recover its due diligence and and a seller following the successful completion of the
other deal costs. In affirming the Superior Court’s dis- first phase of negotiations of an acquisition transac-
missal of the buyer’s complaint, the Delaware Supreme tion. A letter of intent typically describes the purchase
Court wrote: price (or a formula for determining it) and certain other
key terms that form the basis for further negotiations.
Before parties execute an agreement of sale or In most cases, the buyer and the seller provide in the
merger, the potential acquirer engages in due dili- letter of intent that they do not yet intend to be le-
gence and there are usually extensive precontrac- gally bound to consummate the transaction, and that
tual negotiations between the parties. The pur- the letter of intent will be superseded by a definitive
pose of a confidentiality agreement is to promote written acquisition agreement. Many lawyers prefer to
and to facilitate such precontractual negotiations. bypass a letter of intent and proceed to the negotiation
Non-reliance clauses in a confidentiality agree- and execution of a definitive acquisition agreement.
ment are intended to limit or eliminate liability
for misrepresentations during the due diligence C O N T I N U E R E A D I N G O N PAG E 32
Deal Points
1
Byron F. Egan is a corporate partner at Jackson Walker LLP in Dallas, and thanks Zachary Ward, an associate at Jackson Walker
LLP in Dallas, for his help in preparing this article.
2
45 A.3d 107, 117 (Del. 2012).
Volume XXVI, Issue 2, Spring 2021JENNIFER TSAI Legal Knowledge Analyst at Kira Systems
Cybersecurity and Data Privacy
Representations and Warranties in
M&A Purchase Agreements
When Target Companies are Targets of Cyber Attacks
Cybersecurity risk and past breaches or other events M&A purchasers wait until due diligence is complet-
may figure significantly into deal success, as they may ed before engaging in cybersecurity assessments. To
present potentially serious issues relating to deal val- mitigate the effects that potential breaches could have
uation as well as operational and financial risks during on an acquired business, the inclusion of cybersecurity
post-transaction integration. 49% of respondents in a and privacy related representations and warranties2
survey by the cybersecurity professional organization is one approach to address security and privacy risks
(ISC)2 reported being involved in M&A deals that were in M&A transactions, and to supplement the due dili-
terminated because of undisclosed data breaches gence conducted.
or weak security practices. The 2020 Cost of a Data
Breach Report, published by IBM and the Ponemon Cybersecurity and Privacy Terms in M&A Purchase
Institute, states that the average cost of a data breach Agreements
is US$3.86 million. Adding to the concern, it took com-
panies included in the survey an average of 280 days In light of the increasingly important role that cyber-
to identify and contain a data breach—longer than most security risks have in M&A transactions, we reviewed
transition periods between signing and closing an M&A and analyzed 216 M&A purchase agreements filed
transaction. with the SEC from 2017 through 20203, using the 12
following parameters: deal values between $100 mil-
Data breaches can beget a multitude of ill effects, lion and $500 million, involving private targets being
from unexpected spending on remediation, to loss acquired by public companies. Transactions in which
of business, to litigation, to government fines, among the target was in bankruptcy, reverse mergers, and
others.1 Yet, it has been reported that over half of divisional sales were excluded.
C O N T I N U E R E A D I N G O N PAG E 34
1
Cybersecurity concerns were also highlighted in the contemplated sale of a portion of TikTok by Chinese technology company ByteDance
to Oracle and Walmart. Other notable examples of the impact of cybersecurity attacks on M&A transactions include: Marriott Internatio-
nal Inc.’s acquisition of Starwood Hotels and the ensuing £99.2 million (USD$123.6 million) fine by the U.K. Information Commissioner’s
Office relating to compromised guest records; the $184 million reduction in purchase price in Spirit AeroSystems’ $604 million purchase of
Belgian aircraft component manufacturer Asco (ultimately terminated) due to a cyberattack; and Verizon Communications Inc.’s acquisition
of Yahoo’s internet business for $4.8 billion seeing a $350 million reduction in purchase price and a $117.5 million class action settlement
relating to multiple data breaches at Yahoo.
2
Examples of cybersecurity and data privacy representations include:
No Group Company has experienced any security breaches or other incidents affecting the confidentiality or integrity of personal
information collected from or about individuals or the security of the Company’s computers, networks, software, and systems. The
Company has made available to Parent the backup procedures and disaster recovery plans followed and maintained by each Group
Company. It has conducted and presently conducts its business in accordance with such procedures and plans.
Each Group Company has implemented, currently maintains, and has at all times complied in all material respects with commercia-
lly reasonable information security programs regarding the handling and safeguarding of Personally Identifiable Information. Each
Deal Points
Group Company has complied with any privacy policies and privacy obligations of any third party under the terms of any Contracts
to which such Group Company is obligated to comply.
3
For 2020, we evaluated transactions announced between July 1 - December 31, 2020 so as to account for slower M&A activity (and
potentially unusual deal terms) in the first half of 2020.
Volume XXVI, Issue 2, Spring 2021TAS K F O RC E A N D
S U B C O M M I T T E E R E P O RTS
Academic Subcommittee Legal Project Management
Please join a presentation by Professors Michael Klausner
Subcommittee
of Stanford Law School and Michael Ohlrogge of NYU The most recent meeting of the Task Force, which was
School of Law regarding their recent study entitled A Sober held in conjunction with the Virtual Stand Alone meet- 13
Look at SPACs. Their study has drawn widespread atten- ing of the M&A Committee, featured a conversation
tion for showing that the SPAC structure has far greater between Task Force chair, Byron Kalogerou and David
dilution costs than had previously been understood and Haigh, Managing Director of Atlantic Global Risk regard-
that, historically, companies going public through SPACs ing representation and warranty insurance (RWI). The use
have structured SPAC merger agreements to leave SPAC of RWI in conjunction with RWI has greatly expanded in
investors bearing the bulk of these costs. Their study also recent years. Byron and Haigh explored many of the prac-
drew attention to the two separate groups of SPAC inves- tical aspects of securing RWI for a transaction. Among
tors – “SPAC Mafia” hedge funds who buy into SPAC IPOs the takeaways:
and almost universally sell or redeem their shares prior to
SPAC mergers, and investors that hold shares after SPAC • RWI typically excludes issues discovered during due
mergers. They conclude by pointing out difficult-to-justify diligence or disclosed in the schedules (no sandbag-
regulatory preferences enjoyed by SPACs over IPOs, and ging with RWI)
proposing both a leveling of the regulatory playing field, • A standard deductible for RWI under in the current
and more detailed disclosure regarding SPACs’ regarding market ranges from 0.75% to 1.5% pf the target’s
dilution and sponsor interests. A pre-publication draft of enterprise value
their study is available here; a summary is available here;
and an op-ed in the Wall Street Journal is available here. • The typical coverage period for RWI is 3 years for
general representations and six years for fundamen-
GLENN WEST, CHAIR tal representations, including tax
• There is no minimum size as such for RWI, but there
Deal Points
is a minimum premium required by the insurers, again
driven by market conditions
Volume XXVI, Issue 2, Spring 2021These and other practical tips, along with a step-by-step time to discuss some of the major trends in LPM that will
guide to the process for securing RWI, will be set forth influence how deals get done. We are pleased to report
in a Representation and Warranty Insurance Tool which that we will be joined by Susan Lambreth, founding Prin-
will be just one of eight new tools included in the Third cipal of Law Vision, for this discussion. Susan is one of
Edition of the Task Force’s Guidebook. Other new tools the leading consultants on legal project management in
in the book will be a Section 363 Sale Checklist, a Lim- the country.
ited Auction Checklist, and a Post-Closing Reference
We will also explore an initiative to introduce LPM to
Guide. Working drafts of several of these tools have
classrooms at law schools and business schools.
been circulated among Task Force members over the past
several years. The Guidebook will also be expanded to As always, if you have any ideas for new tools or sugges-
include four tools for use in International Joint Venture tions for how existing tools might be improved, please
Transactions that were developed by members of the send them our way. We look forward to seeing you at our
International M&A Committee. Our sincere thanks go out upcoming virtual meeting in a few weeks.
to all the Task Force members who contributed to new
additions to our Task Force toolkit. Given the expanded BYRON KALOGEROU, CO-CHAIR
breadth of the Guidebook, we are changing its name to DENNIS WHITE, CO-CHAIR
Using Legal Project Management in Merger and Acquisition
and Joint Venture Transactions.
M&A Jurisprudence Subcommittee
The new Third Edition of the Guidebook is currently
scheduled for late summer of this year, so be on the The M&A Jurisprudence Subcommittee will meet (virtu-
lookout. ally) soon:
The next meeting of the Task Force will be held in con- Monday, April 19, 2021, 10:30 am to 12:15 pm, Central
14
junction with the Annual Spring Meeting of the Business
At the meeting we will discuss recent developments in
Law Section. We will convening on Friday, April 23 at
M&A case law, using the MAC Briefs now being published
10:30 am Central Time (11:30 am Eastern). We will be
by the Subcommittee as the starting point to facilitate a
discussing one of the new tools that will appear in the
deeper conversation on the practical impact of the cases
Third Edition that has not been previously circulated - a
they address. Among them:
Cataclysmic Event Due Diligence Questionnaire. The
development of the tool was prompted by the ongoing • Important non-Delaware jurisprudence, including:
pandemic, but with the increasing incidence of extreme
weather incidents and other disasters, the rationale for 1. a discussion of fiduciary duties in a leveraged
having such a tool seems to be demonstrated with regu- acquisition that are non-exculpable under Penn-
larity. A cataclysmic event is not necessarily a total value sylvania law as highlighted in In re Nine West LBO
killer with respect to an acquisition target. However, a Securities Litigation (S.D.N.Y.) and how that may
buyer needs to ask the right questions to avoid being compare to Delaware law; and
caught by unwelcome surprises. 2. a discussion of two recent decisions from the
While the focus of the Task Force has been on specific U.K. interpreting the definition of Material Ad-
tools in M&A deals, much has been going on in the world verse Effect (Travelport Ltd. v. Wex Inc.) and ruling
of legal project management generally. on a breach of warranty claim (Primus Interna-
tional Holding Company & Ors v Triumph Controls).
By way of example, the co-chairs will be appearing in a
Global Legal Project Summit in June with hundreds of • Further developments in Delaware case law,
attendees from around the world. We will take out some including:
Deal Points
Volume XXVI, Issue 2, Spring 20211. the importance of careful contract drafting Survey of Judicial Developments Pertaining to M&A,
(Schillinger Genetics, Inc. v. Benson Hill Seeds, which is published in The Business Lawyer. The
Inc. (purchase price adjustment/indemnification), Annual Surveys also are posted in the on-line M&A
Golden Rule Financial Corp. v. Shareholder Rep- Lawyers’ Library, and the MAC Briefs will soon be
resentative Services, LLC (purchase price adjust- posted on the Committee’s website as well. Commit-
ment); see also, Sterling National Bank v. Block tee members can access from the Committee’s home
(7th Cir., interpreting Ill. law) (indemnification); page on the ABA website.
and
• The Judicial Interpretations Working Group -- ex-
2. when a former stockholder has standing amines and reports to the Committee on judicial
post-merger to bring a direct claim with respect interpretations of specific provisions of acquisition
to a controller’s alleged failure during the merger agreements and ancillary documents, looking for
negotiations to secure the value of a material de- recent cases and also examining the deeper body of
rivative claim (Morris v. Spectra Energy Partners case law. The Working Group produces memoranda
(DE) GP, LP). summarizing our findings, which are circulated to
Subcommittee members and, when finished, posted
The group will also discuss the topics under review by
in the M&A Lawyers’ Library.
the Judicial Interpretations Working Group, ideas for
new memo topics, and opportunities for new member We welcome all M&A Committee members to join our
participation. Subcommittee. The Jurisprudence Subcommittee is a
good way to become involved in the Committee, espe-
Please refer to the Subcommittee’s website for the MAC
cially for younger Committee members, because exten-
Brief summaries (and accompanying opinions) of all cases
sive M&A transactional experience is not necessary.
we have identified for discussion since our February “Vir-
tual Laguna” meeting. To be included, a decision must: 15
We need cases! 1. Involve a merger, an equity sale of a controlling inter-
We ask all members of the M&A Committee to send us est, a sale of all or substantially all assets, a sale of a
judicial decisions they think would be of interest to M&A subsidiary or division, or a recapitalization resulting in
practitioners. Submissions can be sent by e-mail either a change of control, and
to Lisa Hedrick at lhedrick@hirschlerlaw.com or Nate
2. (a) interpret or apply the provisions of an acquisition
Cartmell at nathaniel.cartmell@pillsburylaw.com. Please
agreement or an agreement preliminary to an acquisi-
state in your email why you believe the case merits inclu-
tion agreement (e.g., a letter of intent, confidentiality
sion in the survey. We rely on members to help identify
agreement or standstill agreement), (b) interpret or
important cases from all jurisdictions, so we need you to
apply a state statute that governs one of the constit-
help identify cases!
uent entities (e.g., the Delaware General Corporation
More generally: Law or the California Limited Liability Company Act),
(c) pertain to a successor liability issue, or (d) decide a
For those of you who don’t know us, the M&A Jurispru- breach of fiduciary duty claim.
dence Subcommittee keeps its members and the Com-
mittee up to date on judicial developments relating to We are currently excluding cases dealing exclusively with
M&A. Our Subcommittee includes: federal law, securities law, tax law, and antitrust law. But
if you feel a case dealing with an M&A transaction is par-
• The Annual Survey Working Group -- identifies and ticularly significant please send it, even if it does not meet
reports to the Committee on recent decisions of im- the foregoing criteria.
portance in the M&A area, and prepares the Annual
Deal Points
Volume XXVII, Issue 2, Spring 2021We need more topics! Mimi Wu of Sullivan & Cromwell LLP and Nima Movahedi
The Judicial Interpretations Working Group is actively so- of Latham & Watkins LLP will lead a presentation on the
liciting suggestions for topics for new memoranda for the “Five unique items an M&A lawyer might need to know
M&A Lawyers’ Library and seeking volunteers to research about SPACs”, based on an article they are publishing in
and draft memoranda. If you have ideas for new topics Business Law Today.
or would like to work on a memorandum, please contact Patricia O. Vella of Morris, Nichols, Arsht & Tunnell LLP
Frederic Smith at fsmith@bradley.com. will moderate a panel on Delaware law, fiduciary duties
To join the M&A Jurisprudence Subcommittee, please and SPAC litigation with Greg Varallo of Bernstein Litow-
email any of us, or simply come to the next Subcommittee itz Berger & Grossman LLP and Eric Klinger-Wilensky of
meeting. Morris, Nichols, Arsht & Tunnell LLP.
NATHANIEL CARTMELL, CHAIR Elizabeth Cooper from Simpson Thacher & Bartlett LLP,
LISA HEDRICK, CHAIR — ANNUAL SURVEY TASK FORCE Christopher Barlow from Skadden, Arps, Slate, Meagher
FREDERIC SMITH, CHAIR — JUDICIAL INTERPRETATIONS & Flom LLP and Bill Gump from Willkie Farr & Gallagher
WORKING GROUP LLP will lead a presentation on Hot Topics in SPACs.
Ann Beth Stebbins will lead a Q&A on the regulation of
SPACs with Bill Hinman, the immediate past Director of
Market Trends Subcommittee and the SEC’s Division of Corporation Finance.
Public Companies Subcommittee Our panels are still evolving so we expect other panelists
For this year’s Spring meeting, the Market Trends Sub- to join.
committee and the Public Companies Subcommittee
The Subcommittees will meet on Thursday, April 22 from
are combining their meetings to have a joint session on
1:45 pm to 5:15 pm Central Time (2:45 pm to 6:15 pm 16
one of the hot topics in the markets these days, Special
Eastern Time). Location and dial-in/Zoom information are
Purpose Acquisition Companies, or SPACs. SPACs raise
located later in this edition of Deal Points. To maximize
unique issues for both private and public company M&A
the benefit of these meetings, please let us know if you
lawyers, so this a great opportunity to hear all aspects
have any suggestions for topics or comments on how
involving SPACs at once.
to improve our meetings. For Market Trends we can be
We are going to leave time between the various presen- reached at cmenden@willkie.com and at kkyte@stike-
tations for comments, questions and answers so that we man.com. For Public Companies, we can be reached at
have a more interactive approach, something that is not oneillr@sullcrom.com and pvella@morrisnichols.com.
always as easy during virtual meetings. So please come
CRAIG MENDEN, CHAIR (MARKET TRENDS)
prepared with your questions and insights!
KEVIN KYTE, VICE-CHAIR (MARKET TRENDS)
We will start with some quick housekeeping items: an RITA-ANNE O’NEILL, CO-CHAIR (PUBLIC COMPANIES)
update on our Hotshots “What’s Market” Video Series. PATRICIA VELLA, CO-CHAIR (PUBLIC COMPANIES)
We will then have an update on the various Deal Point
Studies in progress.
Tom Quinn from Deal Point Data will speak about their
Private Equity M&A Joint
latest research on SPAC transactions and deal points us- Subcommittee
ing their recently published Market Study. Deal Point Data The Private Equity M&A Joint Subcommittee last met
researched SPACs that filed with the SEC from January 1, remotely on Tuesday, February 9, 2021, at 10:30 a.m.
2016 to Q1 2021. They observed these deals throughout eastern time, as part of the Merger and Acquisition Com-
Deal Points
the SPAC lifecycle – from registration to IPO pricing to mittee’s Business Law Section’s Standalone Meeting.
the announcement of a de-SPAC M&A transaction.
Volume XXVII, Issue 2, Spring 2021The Honorable Leo E. Strine, the former Chief Justice We think it should be a good and interesting meeting. My
of the Delaware Supreme Court and now with Wachtell, Vice Chair Samantha Horn and I continue to seek YOUR
Lipton, Rosen & Katz in New York, New York joined us feedback as to the meetings and the Joint Subcommit-
to discuss “Private Equity Post Trump and 2020 – What tee. We are always looking for ideas for future programs,
Is In Store.” Chief Justice Strine and I then discussed In presentations and projects, as well as volunteers for all
Re Nine West (S.D.N.Y. 2020), focusing on the question of them. And, as I’ve said before, if you haven’t met me
of whether a director of a seller has a fiduciary duty to and you attend the meeting, please feel free to shoot me
the target not to accept a bid that could lead to the post an email afterwards and introduce yourself. Especially as
sale insolvency of the target. Next, Greg Heltzer of the we continue with remote meetings, I would love to know
District of Colombia office of McDermott Will & Emery who is listening.
discussed how the recent changes to the HSR Act will
DAVID ALBIN, CHAIR
effect Private Equity. Finally, a panel consisting of myself,
MIREILLE FONTAINE, VICE-CHAIR
Samantha Horn, our Vice Chair from Stikeman Elliott in
SAMANTHA HORN, VICE-CHAIR
Toronto, Ontario, Patricia Vella of Morris, Nichols, Arsht
& Tunnell in Wilmington, Delaware and Kip Wallen, a
Director with SRS Aquiom started but did not finish a
panel discussions entitled “A Look Back at Cigna v. Audax Short Form Agreements Joint
-- How It Has, Hasn’t and Should it Change The Way We Task Force
Practice.”
The Joint Task Force on Model Short Form M&A Docu-
The Joint Subcommittee on Private Equity M&A will next ments is a combined effort of the M&A Committee and
meet on Tuesday, April 20, 2021, via Zoom, from 10:30 the Middle Market and Small Business Committee with
am to 12:15 pm, Central Time. We are planning panels the goal of publishing a set of “short form” acquisition
on three topics: agreements (with ancillary documents and commentary)
which would be more easily adapted for use in smaller 17
1. We will finish our panel discussion on “A Look Back M&A transactions. In February at the Virtual M&A Com-
at Cigna v Audax – How it Has, Hasn’t and Should mittee Meeting, members of the Joint Task Force spent
Change the Way We Practice” with the same panel a lively and productive session reviewing and discussing
described above. As Tricia Vella already provided the last few open provisions of the current draft of the
a full summary of the case in February, those who model short form stock purchase agreement. The Joint
don’t remember the summary or the case should feel Task Force is extremely close to finalizing the stock pur-
free to review the case prior to the meeting, as we chase agreement and will then focus on preparing the
won’t repeat the summary in full. commentary.
2. Samantha Horn will then chair a panel discussion on CALLING ALL VOLUNTEERS! If you are looking for a
“Rollovers in Private Equity Transactions,” discussing way to get more involved with the ABA here is your op-
the structural and tax methods used to effect roll- portunity. The Joint Task Force needs more volunteers.
overs, as well as a review and discussion of a recently Volunteering with the Joint Task Force will afford you the
completed Goodwin study of the terms typically opportunity to have a significant impact on an important
granted to members of management who “roll over” ABA project and give you early access to the end product.
into the transaction.
The Joint Task Force will be meeting during the Business
3. I will then chair a panel that will include Bill Monat, Law Virtual Spring Meeting on Friday, April 23rd from
Global Head of M&A at Mosaic Insurance, Elizabeth 9:00 am to 10:00 am (Central Time). See the schedule
Cunnane, Managing Director at Marsh, William on page 17 for details. We look forward to seeing you
Rosenberg of Davies in Montreal, Quebec, Gregory virtually.
Deal Points
Gale of Squire Sanders in New York and myself that
will look at “Recent Developments in Representation ERIC GRABEN, CO-CHAIR
and Warranty Insurance.” JASON BALOG, CO-CHAIR
Volume XXVII, Issue 2, Spring 2021Women in Mergers and Acquisitions founder of Fringe Professional Development. Ms. Bosch
will lead a discussion on exceling at communicating effec-
Subcommittee
tively from anywhere and address the growing need to be
At the last virtual Women in M&A Subcommittee meeting able to communicate effectively in a virtual environment.
on February 10, 2021 from 1:30pm to 3:00pm ET, the This program focuses on building communication habits
Women in M&A Subcommittee presented the results our necessary to be effective in the virtual world, with an em-
updated law firm survey as well as an in depth discussion phasis on pitches and negotiations in the M&A context.
around inequity in M&A at top law firms and thoughts
Ms. Bosch will present key strategies to help participants
on how to increase the number of women leading M&A
assess and enhance their virtual set-up and the tools
deals, including insight from some of the women M&A at-
needed to prepare for and participate impactfully in virtu-
torneys who were interviewed in the recent The American
al pitches and negotiations. Our meeting will also include
Lawyer article focusing on this topic. The Subcommittee
an update on our 2021 initiatives and takeaways from
also presented its inaugural Women in M&A Leadership
our panel from the Laguna virtual meeting.
Award to former co-chair Jen Muller for her many years
of service. See press release here. RITA-ANNE O’NEILL, CO-CHAIR
JOANNA LIN, CO-CHAIR
The upcoming virtual Women in M&A Subcommittee
CHARLOTTE MAY, VICE-CHAIR
meeting is scheduled for Wednesday, April 21, 2021
from 1:45 pm to 3:30 pm, Central Time. The meeting
will feature a keynote presentation from Rachael Bosch,
18
Deal Points
Volume XXVI, Issue 2, Spring 2021C O M M I T T E E M E E T I N G
M AT E R I A L S
Please note that times listed are Central Time.
Virtual Mergers and Acquisitions
Committee Meeting 2021
April 19-23, 2021
MEETINGS AND PROGRAMS SCHEDULE
Monday, April 19, 2021 Wednesday, April 21, 2021 Friday, April 23, 2021
M&A Jurisprudence Subcommittee Program: The Definitive Guide (For Short Form Agreements Joint Task
Meeting Now) to PPP in M&A Transactions Force Meeting
10:30AM – 12:15PM 10:45AM – 12:15PM 9:00AM – 10:30AM
19
Academic Subcommittee Meeting Women in Mergers and Acquisitions Legal Project Management
1:45PM – 3:30PM Subcommittee Meeting Subcommittee Meeting
1:45PM – 3:30PM 10:30AM – 12:15PM
Tuesday, April 20, 2021
Thursday, April 22, 2021 International M&A Subcommittee
Private Equity M&A Joint Meeting
Subcommittee Meeting Program: Impact (or Not) of 1:45PM – 3:00PM
10:30AM – 12:15PM Environmental, Social, and
Governance Factors in Corporate Mergers and Acquisitions Committee
Technology in M&A Subcommittee Transactions Full Meeting
Meeting 9:00AM – 10:30AM 3:00PM – 5:00PM
1:45PM – 3:30PM
Market Trends Subcommittee Mergers and Acquisitions Committee
Meeting Reception
1:45PM – 3:30PM 5:00PM – 6:30PM
Acquisitions of Public Companies
Subcommittee Meeting
3:30PM – 5:15PM
Deal Points
Note that given the virtual format of this year’s Annual Meeting, access to all programming will only be available to registered
attendees participating through the hosted site. Programming cannot be accessed through conference lines.
Volume XXVI, Issue 2, Spring 2021You can also read
