Lawyers specializing in mergers and acquisitions, particularly involving private equity firms, are more closely scrutinizing contracts' bailout terms following a recent series of failed mergers and two court decisions addressing buyers' attempted use of a "material advers change" to walk away from a deal. To salvage future deals, lawyers representing sellers are seeking things like higher reverse breakup fees, while buyers' attorneys are considering contingency clauses based on a seller's earnings.
M&A Bailout Terms Drawing Increased Scrutiny
The National Law Journal
January 23, 2008