Jochen Ellrott is a partner in the Tokyo office of international law firm Freshfields Bruckhaus Deringer. He focuses on cross-border private M&A transactions and regularly advises on distressed M&A transactions, restructurings and general corporate law. His track record is particularly strong in the automotive, telecommunications and healthcare industries. Having spent 18 years in Freshfields’ Hamburg office before relocating to Tokyo, he has broad experience getting cross-border deals done across Europe, Asia and the US. His clients include strategic investors from Japan, Europe, India, China and the Americas as well as global financial investors and alternative capital providers.
When to withdraw from M&A deals and how?
Abstract:
Buyers of businesses are excited when they sign an M&A deal. But post-signing exhilaration may easily turn into deal remorse if the parameters of the deal change between signing and consummation of the transaction. It is hardly surprising that the COVID-19 pandemic has led to an increase in pre-closing disputes where buyers attempt to wriggle out of deals that have lost their appeal. So how and when can buyers walk away from deals? Each deal will have its peculiarities, and legal regimes and market practices vary by jurisdiction. Yet material adverse event (MAE) clauses, financing-outs, bring-down of representations and warranties, force majeure, etc are discussed universally. The presentation seeks to give guidance in a constantly evolving and diverse deal environment.