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Events

Speaking Engagement

Strafford Publications presents a CLE seminar titled "Out Clauses in M&A: Maximizing Deal Protection"

Thursday, December 17, 2009 - Thursday, December 17, 2009
06:00 am London - 06:00 am London

This CLE seminar will discuss the negotiation of "out clauses" in mergers and acquisition deals with contingency, termination, specific performance and optionality provisions designed to protect parties facing a restricted credit market.

Wednesday, December 16, 20091:00pm-2:30pm EST / 10:00am-11:30am PST

Speakers include Paul Hastings partners, Charles Baker and Kevin Logue.

Description:In the boon times of M&A, the traditional approach to financing contingencies gave way to reverse termination fees and sponsor guarantees. In todays uncertain credit markets, buyers are pushing for financing outs, while pressuring lenders to provide firm, comprehensive financing commitments.

Sellers once eschewed optionality in favor of certainty that the deal would get done. Recent trends see sellers pushing for protection with target-friendly board-level fiduciary outs, shareholder vote provisions, and go-shop clauses.

The use of reverse termination fees has expanded beyond private equity buyers and has now been adopted by strategic buyers. Specific performance clauses have been used by sellers as recourse not only against the buyer, but also against its sponsors and lenders.

Listen as our authoritative panel of attorneys discuss best practices for negotiating out clauses and address some of the precedent-setting deals that are providing new models for deal protection provisions.

For more information or to register, please visit the