í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell

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Recent Market and Legal Trends – Impact of the Eurozone Uncertainty on M&A Transactions Eurozone uncertainty on M&A transactions causes parties to pay careful attention to due diligence as well as contractual and structural considerations in order to minimise transaction risk Valuation and risk allocation: - Inherent uncertainties over valuations of target companies - Sellers insisting on availability of committed financing (―certain funds‖, beyond pure ―no financing out‖) - Buyers contemplating contingent considerations/earn-outs to shift valuation uncertainty risk to seller Due Diligence: - Special focus during the due diligence on certain subjects, e.g., on hedging contracts of the target, performance of key business contracts, target‘s business exposure in countries at risk of needing financial assistance or exiting the Eurozone, redenomination risk, imposition of capital and exchange controls Contractual provisions in M&A documents: - Increased focus on MAC and force majeur clauses - Conditionality may relate to risks identified in key businesses or regions of operation - Currency payment obligations drafted to also consider Euro exit scenario Completion of the transaction/financing documents: - Efforts by the parties to shorten time period between signing and closing to the extent practicable - Acquisition financing agreements need to reflect counterparty risk 106
Recent Market and Legal Trends – General Legal Trends for Public M&A in Germany General structure: - Increased public M&A activity (see above) - Very stable legal framework due to 10-year market experience with German Takeover Act and (usually) reliable practice of competent regulator (BaFin) Specific recent trends: - Stake building: Use of derivatives (e.g., cash-settled equity swaps) in public M&A transactions in Germany now limited due to changes in German legal regime - Financing/financing confirmation: Financing confirmations for public takeover offers for German companies generally need to cover 100% of the shares outstanding. However, now exceptions in case of certain non-tender commitments available (e.g., ENBW, Audi) 107
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September 26, 2012 | Seoul 해외 M
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Traditional Role of IP in M&A
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Why does IP matter? continued Monet
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Primary IP Objectives in M&A contin
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Selected IP Risks in M&A continued
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IP Allocation in a Spin-Out continu
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Spin-Outs ‒ Key IP Questions cont
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Emerging Role of IP in M&A 지적
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What to expect
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Patent Market - Trends 특허권
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Case Study: Skype 2003: Niklas Zenn
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Case Study: Microsoft/Novell Attach
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Biography of Nader A. Mousavi R eco
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Biography of Nader A. Mousavi conti
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Thank You
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Acquiring a U.S. Public Company: Wh
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Fundamental Deal Structuring Decisi
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―One Step‖ Transaction Structur
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―Two Step‖ Transaction Structur
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Deal Consideration: Stock versus Ca
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The Role of Stockholder Rights Plan
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Unsolicited Deal Schematic continue
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Target Options Regarding the Sale P
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When Must Negotiations be Disclosed
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―Public Company‖ Due Diligence
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―Public Company‖ Due Diligence
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Key Terms of Negotiated Deal contin
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Material Adverse Effect continued C
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Document Creation continued From be
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Transaction Litigation: Significant
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Transaction Litigation: Focal Point
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Transaction Litigation: Acquirer‘
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Implications for Acquirer During Ea
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Importance of PR and Governmental R
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Certain U.S. Legal Regimes Implicat
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Summary: Key Elements of Acquiring
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Appendix B: Illustrative Timeline:
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Illustrative Timeline: Cash Tender
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Fiduciary Duties of Directors in a
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Appendix D: Speakers Profile Franci
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Biography of Francis J. Aquila cont
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Biography of Michael G. DeSombre co
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Biography of Michael G. DeSombre co
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해외 M&A 단계별 조세상 고
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1. 해외 M&A 단계별 조세상
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1. 해외 M&A 단계별 조세상
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2. 해외 M&A와 조세전략 수
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Partner Profile 김 규 동 회계
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1. 해외 M&A의 일반적인 절
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1. 인수 검토 및 예비 분석
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3. 본 계약 체결과 Closing 효
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투자의사결정 관련 내부
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기업결합 신고의무 우리나
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해외직접투자 신고 (신규
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신고시기와 필요서류 해외
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신고 처리 및 후속 조치 신
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4. 계약 조항 중 주의할 부
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분쟁해결 조항 국제 중재
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진술과 보장 조항 영미법
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PMI 준비시 고려할 사항 장
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Partner Profile 김경연 변호사
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Page 141 and 142: Investing in France: Selected Legal
Page 143 and 144: South Korean Investments in France
Page 145 and 146: 1. Providing Equity Without Taking
Page 155 and 156: 2. Acquiring Control
Page 157 and 158: 2.1 Regulated Business Sectors A.
Page 159 and 160: 2.1 Regulated Business Sectors cont
Page 161 and 162: 2.2 Merger Regulation (i) 프랑스
Page 163 and 164: 2.3 Labor Law Issues 프랑스 기
Page 165 and 166: 2.3 Labor Law Issues continued IRPs
Page 167 and 168: 2.4 Public Companies a) Access to I
Page 169 and 170: 2.4 Public Companies a) Access to i
Page 171 and 172: 2.4 Public Companies b) Disclosure
Page 173 and 174: 2.4 Public Companies c) Mandatory T
Page 175 and 176: 2.4 Public Companies continued d) K
Page 177 and 178: 2.4 Public Companies d) Key Rules o
Page 179 and 180: Appendix A - S&C Paris Office CHAMB
Page 181 and 182: Appendix B ‒ Biography of Dominiq
Page 183 and 184: Investing in Germany: Recent Trends
Page 185 and 186: Amount of Transactions Transaction
Page 187 and 188: Recent Market and Legal Trends - Ge
Page 191: Recent Market and Legal Trends - In
Page 195 and 196: 2.1Private M&A
Page 197 and 198: Selected Topics - Selected Topics i
Page 199 and 200: Selected Topics - Selected Topics i
Page 203 and 204: Selected Topics - Stake Building fo
Page 205 and 206: Selected Topics - Prior Stake Build
Page 207 and 208: Selected Topics - Stake Building Sh
Page 209 and 210: Selected Topics - Specific Features
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Page 217 and 218: 2.3 Joint Aspects
Page 219 and 220: Joint Aspects - Regulatory Restrict
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Page 223 and 224: Joint Aspects - Corporate Restricti
Page 225 and 226: Joint Aspects - Labour Law/Due Dili
Page 227 and 228: Joint Aspects - Antitrust - Practic
Page 229 and 230: Outlook (1/2) Macroeconomic Situati
Page 231 and 232: Appendices Appendix A - S&C Frankfu
Page 233 and 234: Appendix B - Biography of Carsten B
Page 235 and 236: Appendix B - Biography of Carsten B
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