Morgan Lewis M&A Academy: What You Need to Know About M&A In 2016

April 14, 2016

To hear M&A professionals and dealmakers tell it, 2016 promises to be as strong in terms of volume and deal size as last year. Morgan Lewis has prepared a series of tailored webinars led by a diverse team of lawyers to provide an overview of the most critical developments we think you need to be aware of. Whether you are an M&A lawyer, a businessperson, or a specialist in other areas (including employee benefits, intellectual property, and tax), we think you’ll find the program that is most useful for you and your business to stay ahead of the curve.

View all M&A Academy webinars offered through June and sign up. CLE credit is available. Read on for a sneak preview below.

April 19 | Issues in Cross-Border M&A Transactions 

Presented by New York partner Bradley Edmister, who represents US, Japanese, and other Asian clients in cross-border mergers and acquisitions and capital markets transactions.

Program highlights: Countless cross-border deals stumble for entirely avoidable reasons. Bradley will discuss the importance of adapting to local markets and customs, including the myriad “unwritten rules” in every culture. He’ll also cover the extra burdens of interfacing with local councils and advisors, decrypting unfamiliar legal regimes, reading the tea leaves of enforceability and dispute resolution, and planning for post-transaction governance, restructuring and compliance, and you have a perfect recipe to keep any general counsel or deal principal up at night.

May 3 | Issues in Life Sciences M&A Transactions 

Presented by Boston partners Jack Concannon, who has more than 25 years of experience representing life sciences clients ranging from emerging growth companies to global corporations in general corporate and securities law, mergers and acquisitions, venture capital financings, public offerings, joint ventures, and licensing; Carl Valenstein, who counsels public and private life sciences companies on corporate and securities, M&A, financing and other transactional work, including licensing and collaboration agreements; Washington, DC partner Kathy Sanzo, who represents clients in the pharmaceuticals and biotechnology industries in regulatory and compliance matters connected to products regulated by the US Food and Drug Administration (FDA); and San Francisco partner Robin Silva, who counsels start-ups, emerging and public companies, and other biotechnology clients in domestic and international matters focusing on IP portfolio strategic development.

Program highlights: Jack, Carl, Kathy, and Robin will address three main areas:

  • Bridging the valuation gap with contingent value rights or earn outs for products in clinical development
  • Assessing FDA regulatory approval risk
  • Assessing intellectual property risk

June 1 | Import/Export and Other International Risk Areas in M&A Transactions 

Presented by Washington, DC partner Margaret Gatti, who assists US and non-US clients in a broad range of matters involving everything from economic sanctions and export controls to customs and import regulations, to free trade agreements and international e-commerce; and Boston partner Carl Valenstein, who, among other matters, advises clients on international risk management, including compliance with the foreign investment review process, export control and sanctions, anti-money laundering, anti-boycott, and anticorruption laws and regulations.

Program highlights: Carl and Margaret will address the following key issues and provide tips for reducing risks:

  • Identifying the international compliance risk areas with limited time and due diligence materials, particularly involving unsophisticated target companies. The statute of limitations is five years for international trade regulatory violations and successor liability for the target’s violations passes to a buyer, without regard to structure of a deal as an equity deal or an asset deal. Successor liability even applies in the case of a buyer’s acquisition of a bankrupt party’s assets, despite any free and clear order issued in a bankruptcy proceeding.

  • The challenges of quantifying the potential exposure of non-compliance. It is very difficult to assess a target’s trade regulatory compliance over the statute of limitation period—tutorials are often required. This process is complicated even further by the multitude of revisions to sanctions, export and import regulations that have occurred over the last several years. Just because a transaction would not be a regulatory violation in the current environment does not eliminate liability for previous violations.

  • Determining whether the risks are potential showstoppers or can be addressed with a price adjustment and/or pre- or post- closing remediation or voluntary disclosure to the enforcement authorities. Even though parties may seek to contractually limit liability for a target’s past international trade regulatory violations, such limitations are only contractual and do not prevent the relevant government agencies from pursuing a buyer for the strict liability violations of a target.

June 7 | Public M&A Litigation 

Presented by Boston partner Jordan Hershman, Morgan Lewis’s securities litigation leader who focuses on securities class action and derivative action litigation, related regulatory and enforcement proceedings, merger and acquisition litigation, and other complex business and intellectual property disputes; Hartford partner Michael Blanchard, who represents clients in all facets of securities litigation, securities enforcement actions, and internal investigations; and Los Angeles partner Stephen Alexander, whose practice includes a broad range of significant business litigation, with particular emphasis on securities, derivative, corporate governance, and acquisition-related matters and proxy contests.

Program highlights: Jordan, Michael, and Stephen will discuss the hot-button issues raised by the following landmark decision:

  • The Delaware Chancery Court’s recent decision in Trulia is expected to spell the death-knell for the most frequent outcome in M&A litigation: disclosure-only settlements. Both the “deal insurance” that these settlements afforded defendants, along with the “low hanging fruit” effortlessly reaped by the plaintiffs’ bar, are likely no more. But that does not mean that the suits will simply evaporate. This installment of the M&A Academy will address what is likely to be the next generation of M&A litigation, along with other issues that will continue to be salient in this specialized area of the law.