Make the Deal: Negotiating Mergers and Acquisitions

323 Pages·2016·7.47 MB·English

by  Christopher S. Harrison

Make the Deal

Make the Deal
Negotiating Mergers & Acquisitions
Christopher S. harrison
BLOOMBERG PRESS
An Imprint of
Cover image: © Andrew F. Kazmierski/iStockphoto
Cover design: Wiley
©2016 The Bureau of National Affairs, Inc. All rights reserved.
Published by John Wiley & Sons, Inc., Hoboken, New Jersey.
“The 1st edition of Make the Deal was published by Bloomberg Press in 2014.”
Published simultaneously in Canada.
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Library of Congress Cataloging-in-Publication Data:
ISBN 9781119163503 (Hardcover)
ISBN 9781119163657 (ePDF)
ISBN 9781119163602 (ePub)
Printed in the United States of America
10 9 8 7 6 5 4 3 2 1
Contents
About the Author vii
ChApter 1
Introduction to Deal-Making 1
Deal-Making in Practice
ChApter 2
Setting Up the Deal 7
Overview and Confidentiality Agreements
ChApter 3
Setting Up the Deal 33
Key Provisions and Agreements
ChApter 4
Architecture of the Acquisition Agreement 55
ChApter 5
purchase price 67
ChApter 6
representations and Warranties 87
ChApter 7
Covenants 117
ChApter 8
Closing Conditions 131
ChApter 9
termination rights 149
ChApter 10
Material Adverse effect 161
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vi Contents
ChApter 11
equity and Debt Commitment Letters 181
ChApter 12
Financing risk 187
ChApter 13
topping a public Merger 217
ChApter 14
Indemnities 245
ChApter 15
Dispute resolution 273
ChApter 16
Structuring M&A Deals 281
Index 309
About the Author 
Christopher S. Harrison currently serves as Chief Investment Officer of The
Falconwood Corporation, a financial management firm and research labora-
tory that has incubated and operated numerous highly successful financial
and technological ventures.
Having managed billions of dollars in successful investment transactions,
including debt, equity, and real asset ventures, Mr. Harrison earned a reputa-
tion as a superb negotiator and business strategist. During his eight years at
Cravath Swaine & Moore, one of the world’s most prestigious law firms, he
handled numerous high-profile debt, equity, and M&A deals. As co-head
of the market-leading asset management M&A practice at Schulte Roth &
Zabel, the premier investment management law firm, he ran some of the most
sophisticated public and private deals and facilitated the strategic growth of
several prominent financial services and asset management businesses.
Mr. Harrison teaches popular courses at NYU School of Law on the financial
and legal aspects of negotiating and investing in business transactions. He is
a regular speaker at industry conferences and webinars.
He holds a JD degree, cum laude, from NYU School of Law, where he focused
on law and economics.
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