Insights
Transaction Structure
EXECUTIVE SUMMARY
In Transaction Structure: Equity and Asset Transactions in Mergers and Acquisitions, Jonathan Conigliari discusses transaction structure from four key vantage points.
01. RISK ALLOCATION
Comparing legal defaults with common business approaches to assigning pre-closing and post-closing liabilities. In addition, identifying what duties and performance obligations cannot be assigned.
02. TAX PLANNING
Examining the different types of tax treatments available for specific transaction structures.
03. CLOSING CERTAINTY
Evaluating considerations related to change of control and assignment provisions in contracts with top commercial counterparties.
04. POST-CLOSING RECOURSE
Ensuring that party obligations are correct and enforceable, especially when transaction structure changes mid-deal.
CONCLUSION
Choosing, negotiating, and implementing transaction structure as a fundamental aspect of dealmaking.