Consulting editor(s): Robbie McLaren, Latham & Watkins

Publication date: Sep 2019

Format: Hardback

Pages: 200

Price: £130.00

ISBN: 9781787422407

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An insightful and practical guide to complex M&A carve-out transactions. A great read for principals, advisors and in-house lawyers

- Gaute S. Gravir, Attorney-at-law, Telenor Group

An insightful read from leading experts. Contains some great tips to ensure your carve-out is a success.

- Rachel Canham, Company Secretary & General Counsel Governance, BT Group plc

Highly practical and commercially focused. An essential read for any in-house lawyer about to embark on a carve out.

- Matthew Frankel, General Counsel, Theramex

For those involved professionally in the intricacies of this specific area of law, this book is an essential reference.

- Elizabeth Robson Taylor and Philip Taylor MBE, Richmond Green Chambers

The book is a masterpiece for teaching purposes as well as for practitioners; it provides an important and provocative contribution to mergers and acquisitions law, and scholars and lawyers in the field should save a place for it on their shelves.

- Daniele D'Alvia, Business Law Review, Issue 1

A carve-out in the M&A context is a partial sale of a business unit from a company. It is different from a straightforward M&A in that it is more complex with many more issues involved.

With the rise of activist investors and the search for bigger returns, the pressure on businesses to focus on key products or jurisdictions has grown. Consequently, many transformational M&A transactions are being undertaken by large corporates and there is increased attention from management – and antitrust regulators – to ensure acquired assets have a strategic fit. This frequently results in non-core products or geographies – or in the case of mandated divestments by antitrust authorities, overlapping products – to be sold. Such sales are attractive to private equity purchasers, adding another layer of complexity and competitiveness to be managed.

Structuring and managing these carve-out transactions is complex and this book focuses not only on the key differences in negotiating and drafting transaction documents, the impact on counsel procedures and other legal risks to be managed, it also looks at related regulatory and reputational risks.

This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions. 

Whether you are a lawyer in practice or in-house, this commercially focused title provides a comprehensive analysis of carve-out M&A transactions.