Deal Protections and Remedies: A Comparative Analysis of 2014 Public Merger Agreements

Recorded: Wednesday, April 29, 2015

Duration: 60 minutes

Practical Law has completed the sixth edition of its annual survey of public M&A transactions, the second edition to analyze deal-protection measures binding target companies. The survey reviews the provisions that parties negotiate to balance deal certainty with a need for target companies' boards to remain amenable to better offers to satisfy their fiduciary duties.

Unique among the existing literature and surveys of deal-protection provisions, Practical Law's study examines how extra-contractual deal characteristics—including buyer type, form of consideration, deal size and financing—affect the negotiations and ultimate agreement between the transaction parties.

New this year, the study also reviews the deal protections negotiated by buyers who require their own stockholder approval before closing. This review has two purposes: to ascertain how frequently buyers in those transactions agree to symmetrical deal-protection measures, and to determine how the added negotiation dynamic affects the deal protections agreed to by the target company.

Join Practical Law for a free 60-minute webinar in which Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A and primary author of the study, will review the study's results, including its findings on no-shop and go-shop provisions, fiduciary outs and matching rights, termination rights and break-up fees.

Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A

Following the webinar, you will receive a link via e-mail to these Practical Law resources:

Be sure to visit What's Market, which provides a continuously updated database of agreements covering a range of corporate, securities and finance topics, including public merger agreements. In the public merger agreements database, you can analyze and compare negotiated terms such as MAC definitions, break-up and reverse break-up fees and specific-performance provisions across multiple deals. What's Market also contains links to the underlying public documents.

Practical Law provides practical, up-to-date resources across all major practice areas to help lawyers in law firms and in-house legal departments get up to speed quickly, save time and protect the bottom line. Learn more at

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