Global Corporate/M&A: Recent Episodes
Mayer Brown
Our Corporate / M&A Podcast is designed to keep you up to date on the latest corporate/M&A trends happening globally. Just 25-30 minutes long, each podcast provides a quick and easy way to stay on top of the most recent developments in corporate/M&A, drawing on the perspective gained from doing deals in various regions around the world. We will continue to periodically deliver insight on legal issues relating to mergers and acquisitions and touch on relevant and timely topics.
In this episode of Mayer Brown's Global Corporate M&A Podcast, partner Jonathan Dhanawade and Stout's Steven Rathbone unpack how buyers and sellers are using creative structures to get deals done, tackle how to separate committed buyers from those gaming the process, and break down why a full buyout is no longer the only path to a deal.
In this episode, Andrew Stanger, Jonathan Dhanawade, and Frank Favia Jr. explore the growing intersection of artificial intelligence and mergers and acquisitions. The conversation covers how AI is reshaping deal-making, from due diligence and contract analysis to the unique challenges that arise when acquiring or investing in AI-driven companies. Tune in for practical insights on navigating the evolving landscape where cutting-edge technology meets transactional law.
In this episode of the Global Corporate M&A Podcast, Andrew will examine a Delaware case that applies indemnification materiality scrape provisions in a way that created significant risks for the unwary. Additionally, he will highlight how these common provisions can operate in unexpected ways, potentially exposing risks to unanticipated liability.
In this episode of Mayer Brown's Global Corporate M&A podcast, Jonathan Dhanawade joins Steven Rathbone, Stout's Vice Chairman, Investment Banking, to discuss what's driving the surge, the risks industry leaders need to watch, and how persistence can turn challenges into opportunities.
In this episode, Mayer Brown’s Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent Delaware cases to reveal how binding term sheet provisions can survive even after definitive agreements with an integration clause have been executed. Tune in for practical drafting tips that will help you safeguard your transactions and avoid costly surprises.
Tagged Practices: Corporate M&A, Private Equity
In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law. The discussion highlights how these landmark changes respond to recent court decisions and shifting corporate trends, marking one of the most significant updates to Delaware corporate law in decades.
In this episode, Mayer Brown partners Gail Levine and Andrew Noreuil discuss recent changes to the Hart-Scott-Rodino (HSR) Act and their impact on M&A transactions. Our partners provide insight into the new regulatory landscape, focusing on significant amendments to the HSR premerger notification process and the implications for merger filings.
In this episode, we discuss cultural elements to consider when identifying a potential closing team, emphasizing the importance of collaboration to determine the inner circle best positioned to bring the companies together. As emotions heighten nearing the closing, we stress the importance of managing employee expectations and concerns to conducting pulse checks and identifying early wins that reflect the bright future of the company.
In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale.
In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landscape in 2024.
In this episode, “Fair Lending Due Diligence,” hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitoring when conducting due diligence on target companies for fair lending risk.
In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase.
In this episode, “Term Sheet Negotiations,” Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations.
In this episode, "Fixing to Get Ready: Financial Preparation," we discuss the critical aspects of financial readiness. Hosts Lauren and Hale are joined by Ken Richey and Steve Smith, seasoned professionals with extensive experience advising clients in the industry. Ken, the founder of Richey May & Co., specializes in creating customized business and tax planning strategies for clients. Steve is an industry consultant with over 35 years of experience in financial services and mortgage banking. Together, they address essential considerations for owners and sponsors who are contemplating the sale of their companies. They explore the intricacies of asset sales, outline the financial and accounting prerequisites for successful negotiations, and discuss which key stakeholders within the company should be informed when a deal is in progress.
"Deal Trends and Market Cycles," hosts Lauren Pryor and Brian Hale are joined by Laurence Platt, senior counsel in Mayer Brown's Financial Services practice, a seasoned legal advisor to the mortgage banking industry for many years. These three delve into key elements of successful transactions, identify deal breakers they've encountered, and offer insights on M&A predictions for 2024.
Mayer Brown partners Andrew Noreuil, Michael Gill and Brian Massengill discuss two recent decisions of the Delaware Supreme Court regarding the ability of parties to limit their liability for fraud in an M&A transaction and the insurability of fraud under a directors and officers liability insurance policy.
Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant.
Mayer Brown partners Mark Ryan, William Stallings and Scott Perlman discuss antitrust issues in the dynamic fintech industry, specifically relating to mergers and acquisitions.
Corporate/M&A partner Joe Castelluccio and senior associate Jenna Miller discuss pre-closing covenants in M&A transactions in the wake of the pandemic. They discuss why these pre-closing restrictions can have an outsized impact on deals in this environment and ways to address this impact.
Corporate/M&A partners Paul Crimmins and Jennifer Keating and Litigation partner Brian Massengill discuss some key considerations for M&A practitioners in pending transactions, whether closed deals may be “repriced” and areas in which post-closing disputes may arise. This topic is likely to generate significant interest in the industry in light of the COVID-19 pandemic and related global financial crisis. Recorded on May 4, 2020 (prior to the resolution of the Victoria's Secret litigation).
M&A partners Paul Crimmins and Jennifer Keating and counsel Rebecca Seidl discuss non-cash considerations in post COVID-19 M&A.
M&A partners and co-leaders of Mayer Brown’s transactional liability insurance practice Joe Castelluccio and William Kucera discuss some key considerations for insurers and buyers in using representations and warranties insurance in Section 363 transactions, a topic that is likely to generate significant interest in the transactional liability insurance industry in light of the COVID-19 pandemic and related global financial crisis.
Associate Quinncy McNeal moderates a discussion among partners Gonçalo Falcão and Paulo Rage, and special counsel Norman Nadorff on current trends and developments in Mozambique.
US-based partners Nina Flax, leader of our Northern California Corporate & Securities practice, Steve Kaplan, co-leader for the firm's Financial Services Regulatory & Enforcement group, Joe Pennell, a Technology Transactions partner active in both fintech M&A and bank/fintech partnership transactions, and Libby Raymond, co-head of the Financial Institutions M&A and Fintech groups, discuss the top 10 due diligence pitfalls for fintech transactions.
M&A partners Paul Chen, William Kucera, Andrew Noreuil and Jodi Simala and associate Cade Cross, along with Employee Benefits & Executive Compensation partner Debra Hoffman, discuss corporate governance issues for directors to consider as their companies respond to the challenges and risks posed by the pandemic.
Mayer Brown lawyers discuss the COVID-19 pandemic’s impact on the US M&A market and key considerations for buyers and sellers. M&A partners Marc Harrison and Peter Wolf and associate Thomas De Gregoris give the buyers’ perspective while M&A partners Paul Chen and Paul Crimmins and associate Thomas Wu highlight the sellers.
Elizabeth Raymond, co-head of the Financial Institutions M&A and Fintech groups, focuses on the current state of the fintech M&A market. During this podcast, she discusses what factors were driving the M&A upswing preceding the COVID-19 crisis and what are the short-term issues for fintech businesses post-COVID.
M&A partners Joseph Castelluccio, Nina Flax, Andrew Noreuil, Jodi Simala, and associate Laura McKenzie highlight how the pandemic is impacting activism. During this podcast, they consider historical precedent and discuss some practical suggestions that companies can take now to prepare for activist campaigns that may arise in the near term.
M&A partners and co-leaders of Mayer Brown’s Transactional Liability Insurance practice Joe Castelluccio and William Kucera, along with Litigation & Dispute Resolution partner Robert Harrell and associate Andrew Elkhoury, discuss how the pandemic is impacting transactional insurance coverage in US M&A deals and some key considerations for insurers and buyers of insurance in placing insurance coverage and dealing with claims in this environment.
M&A partners Joe Castelluccio, William Kucera and Jodi Simala, along with Antirust partner William Stallings and counsel Meytal McCoy, highlight how the outbreak is impacting US M&A transactions and discuss some key considerations in thinking about US M&A issues in light of the pandemic.
Associate Quinncy McNeal, based in our Houston office, moderates a discussion between partner Goncalo Falcao and special counsel Norman Nadorff, both based in our Rio de Janeiro office, on current trends and developments in Angola relating to M&A energy transactions.
Partners Nina Flax, Michelle Gross and Melissa Richards, of our Northern California offices, discuss the impact of the California Consumer Privacy Act (CCPA) on M&A transactions.
Mayer Brown partners Paul de Bernier, Mark Ryan and William Stallings, located in the United States, discuss antitrust matters in the context of M&A transactions, including a focus on the current administration�s policies and approaches, as well as provide insight on antitrust considerations more generally.
Mayer Brown partner Charles-Albert Helleputte and associate Diletta De Cicco, located in Brussels, discuss cyber and privacy trends in M&A transactions developing in the continental Continental EU.
Mayer Brown partners Rod Brown, based located in Singapore, and David Harrison, located in Vietnam, focus on M&A transactions relating to financial institution groups in Southeast Asia.
Mayer Brown partners Christian Fabian, Stephen Lilley and Lei Shen, located in the United States, focus on data privacy and cybersecurity issues in M&A transactions.
Mayer Brown partner Marco Wilhelm and counsel Vanessa Klesy and Bjorn Vollmuth, all located in the Frankfurt office, provide insight on the transfer of undertakings and protection of employment in asset deals in Germany.
Mayer Brown partners Daniel Gunzburger and Michel Sancovski, located in the Sao Paulo office, discuss compliance trends in M&A transactions in Brazil after its recent presidential election.
Mayer Brown partners Nina Flax and Rohith George provide insight on the state of tech innovation in the mortgage industry, types of technologies that are in play, and issues that arise for both buyers and sellers in Mortgage Tech M and A deals.
William Kucera, a Mayer Brown partner, Robert Clark, Vice President and head of the Alternative Solutions Group at Everest Insurance, and Nancy Rodrigues, a consultant who has worked with Transactional Risk and other structured insurance products as both an underwriter and a broker, provide insight on representation and warranty insurance for mortgage and other financial services transactions.
Mayer Brown partners Lauren Pryor and Jason Wagenmaker discuss material business terms such as purchase price, covenants, indemnification and survival.
Stacey Riggin, a government affairs advisor and director of licensing in Mayer Brown's Washington DC office and a member of the Consumer Financial Services group, and Keisha Whitehall Wolfe, counsel in Mayer Brown's Washington DC office and a member of the Consumer Financial Services group, provide insight on state and agency federal approvals.
Laurence Platt, a Mayer Brown partner, and Jeffrey M. Levine, a managing director and co-head of Houlihan Lokey's Financial Institutions Group, provide an introduction on trends in mortgage M&A.
Mayer Brown partners Lauren Pryor and Elizabeth Raymond, along with Robert Losquadro, vice president at Houlihan Lokey, cover financial institutions and provide insight on build-it and buy-it strategies.
Holly Spencer Bunting and David Tallman, partners in Mayer Brown's Consumer Financial Services group, focus on diligence and regulatory compliance matters.