About the Course:
This session provides the listener with a thorough overview of key structuring and negotiating issues surrounding the execution of corporate divestitures. You will listen to the perspectives of an experienced transactions lawyer as well as an executive who has served as COO and CFO during many corporate divestitures.
The following are among the issues discussed:
- Which advisors should be on board? When should they be brought on board?
- How can you shop a deal to other financial sponsors after you have signed a confidentiality agreement?
- What kinds of activities should transitions services agreements cover? How should they be priced? Who should pay? Who should perform the work specified in the transitions services agreement?
- What measures can you take to try to prevent prima donnas from blowing up the divestiture at the closing?
- Why is it important to negotiate standstill agreements?
- What are the variations of 'no poaching of employees' provisions that you should consider negotiating?
- What are the differences between single and double triggers with respect to employee agreements?
- When should you negotiate sunset provisions?
- How should you negotiate the staggering of survival periods with respect to escrows, indemnities and reps and warranties?
- What are indemnity caps? Minimum claim amounts? Thresholds? Deductibles?
- What are some of the exceptions to limitations on indemnities that you should consider negotiating?
- How are negotiations through 'full auction' divestitures conducted?
- What are the consequences of gun jumping?
- How should tail insurance be negotiated?
Kenneth A. Gerasimovich is a Shareholder at Greenberg Traurig in New York City. Ken has broad experience representing domestic and multinational corporations and private equity funds in mergers, acquisitions and sales of public and private companies, divisions and assets. His practice includes a broad range of related corporate matters including tender and exchange offers, proxy contests, stock and asset acquisitions and divestitures, joint ventures, special committee representations, Private Investment in Public Equity (PIPEs) and other corporate transactions, as well as general corporate advisory work.
Paul Burmeister is a Financial Leadership Partner in the New England practice of Tatum.
Mr. Burmeister is a senior operating and financial executive who has served as COO and CFO of companies in a variety of industries. He has led successful business turnarounds, implemented and led shared services centers, integrated major acquisitions, and negotiated and closed debt and equity issues.
As a Partner with Tatum, Burmeister is currently Interim CFO of Align Aerospace, a $200 million distributor of aerospace fasteners, after leading the highly successful carve-out of this former division of Anixter International on behalf of Greenbriar Equity. In previous Tatum engagements, Burmeister led the successful restructuring in Chapter 11 of Gloucester Engineering; served as CFO and COO during the successful turnaround of the WearGuard division of Aramark; and, co-led the integration of a $1.25 billion acquisition (FAST Search and Transfer) into Microsoft.
Course Length: Approx. 1.0 hours
$175.00 PER USER
Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at firstname.lastname@example.org.