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Deal Protections and Remedies: A Comparative Analysis of 2013 Public Merger Agreements

Presented by Practical Law

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Since 2010, Practical Law has published an annual study of market trends in public M&A transactions. This year's edition of the study analyzes trends in deal-protection measures in negotiated public merger agreements. These provisions aim at balancing a buyer’s desire for deal certainty with a target board’s need to satisfy its fiduciary duties by remaining open to accepting superior offers. The study reviews 137 public merger agreements entered into in 2013 with an equity value of $100 million or more at signing, and covers dozens of issues, including no-shops and go-shops, fiduciary outs and matching rights, termination provisions and force-the-vote covenants, and break-up fees. Because this area has already received significant treatment in other market surveys, Practical Law's study adds to the existing literature by:

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Presented by Practical Law

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Since 2010, Practical Law has published an annual study of market trends in public M&A transactions. This year’s edition of the study analyzes trends in deal-protection measures in negotiated public merger agreements. These provisions aim at balancing a buyer’s desire for deal certainty with a target board’s need to satisfy its fiduciary duties by remaining open to accepting superior offers. The study reviews 137 public merger agreements entered into in 2013 with an equity value of $100 million or more at signing, and covers dozens of issues, including no-shops and go-shops, fiduciary outs and matching rights, termination provisions and force-the-vote covenants, and break-up fees.

Because this area has already received significant treatment in other market surveys, Practical Law’s study adds to the existing literature by:

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  • Analyzing how various deal-protection measures interact with each other within the merger agreement, rather than confining the analysis to each measure in isolation from the rest of the negotiated provisions in each deal.
  • Examining how certain extra-contractual deal characteristics affect deal-protection measures, such as by describing how buyer type, deal size and form of consideration bear on various rights and obligations.
  • Creating a unique deal-protection scoring system that measures the impact of the full set of deal protections in each surveyed agreement.

For access to the full study, see: Deal Protections and Remedies: A Comparative Analysis of 2013 Public Merger Agreements.

In conjunction with the publication of the study, Practical Law provides a free 75-minute on-demand webinar in which Daniel Rubin, a senior editor at Practical Law and the primary author of the study, reviews the study’s major findings. Our presenter also introduces the study’s deal-protection scoring system, explaining its methodology, uses and key conclusions. To register for the on-demand webinar, click here.

To access additional content, sign up for a free, no-obligation trial to Practical Law.

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