Global Corporate/M&A
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.
Episodes
The Rise of Flexible Deal Structures: Why Control is No Longer Binary
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.
AI as Star Witness
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
Delaware Law Alert: Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary
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.
The State of Global M&A and Private Equity: A Conversation with Steven Rathbone, Vice Chairman of Investment Banking at Stout
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.
The Staying Power of Term Sheets
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 dr
Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions
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 b
Navigating the New HSR Act: Implications for M&A Transactions
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.
Navigating Mortgage M&A: Closing Preparation and Communications
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 ref
Navigating Mortgage M&A: Third Party Consents – Warehouse Facilities and Regulatory Approvals
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 sho
Navigating Mortgage M&A: Definitive Agreement Terms and Negotiations
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 considera
Navigating Mortgage M&A: Fair Lending Due Diligence
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 meth
Navigating Mortgage M&A: Due Diligence Trends: Corporate, Employment and Benefits Matters
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 compens
Navigating Mortgage M&A: Term Sheet Negotiations
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,
Navigating Mortgage M&A: Fixing to Get Ready: Financial Preparation
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
Navigating Mortgage M&A: Deal Trends and Market Cycles
"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.
Recent Delaware Supreme Court Decisions Regarding Fraud Liability
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.
Ordinary Course of Business in the Shadow of the Pandemic
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.
Antitrust Issues in the Fintech/Payments M&A Space
Mayer Brown partners Mark Ryan, William Stallings and Scott Perlman discuss antitrust issues in the dynamic fintech industry, specifically relating to mergers and acquisitions.
Pre-Closing Covenants and the Pandemic
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.
Not Out of the Woods Yet: Will Your Closed Deal Be "Repriced" by COVID-19?
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
Bridging the Gap: Non-Cash Consideration in Post COVID-19 M&A
M&A partners Paul Crimmins and Jennifer Keating and counsel Rebecca Seidl discuss non-cash considerations in post COVID-19 M&A.
Transactional Liability Insurance in Distressed M&A: Challenges and Opportunities in Using Representations and Warranties Insurance in Section 363 Transactions
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 a
Top 10 Due Diligence Pitfalls for Fintech Transactions
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
Investments and M&A Transactions in Mozambique
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.
COVID-19 and Corporate Governance: Key Issues for Public Company Directors
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.
US M&A During the COVID-19 Pandemic—Considerations for Buyers and Sellers
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.
US M&A During the COVID-19 Pandemic—Considerations for Fintech Businesses
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.
Activism and the Outbreak: How Activist Investors—and the Companies They Target—May Respond to the COVID-19 Pandemic
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.
COVID-19 Virus: Considerations in US Transactional Liability Insurance
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 cover
COVID-19 Virus: Considerations in US M&A Transactions
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.
Impact of the California Consumer Privacy Act (CCPA) in M&A 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.
M&A Energy Transactions in Angola
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.
M&A Developments in Southeast Asia
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.
Antitrust Matters Impacting M&A Transactions in the United States
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.
Cyber & Privacy Trends in the Continental EU
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.
Data Privacy and Cybersecurity Issues in M&A Transactions
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.
Transfer of Undertakings (Protection of Employment) (TUPE) in Asset Deals in Germany
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.
Compliance Trends in M&A Transactions in Brazil
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.
Mortgage Tech Trends
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.
Representation and Warranty Insurance
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.
State and Agency Federal Approvals
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.
Material Business Terms
Mayer Brown partners Lauren Pryor and Jason Wagenmaker discuss material business terms such as purchase price, covenants, indemnification and survival.
Introduction on Trends in Mortgage M&A
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.
Build v. Buy Strategies
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.
Diligence and Regulatory Compliance Matters
Holly Spencer Bunting and David Tallman, partners in Mayer Brown's Consumer Financial Services group, focus on diligence and regulatory compliance matters.
