🤝 M&A / Transactions
Deal process, due diligence, merger agreements, tender offers, hostile defense, antitrust (HSR), integration
CLO Primer
M&A is where Steve's background is deepest — this section is a quick calibration for the in-house lens. As CLO, your role on an acquisition is less "drafting lead" and more "orchestra conductor and risk gatekeeper." You select, manage, and direct outside M&A counsel; you run the board process and ensure fiduciary compliance; you own the company's representations in the merger agreement; and you manage integration legal workstreams post-close.
On the sell side, the CLO's core responsibilities include managing the board process (special committee formation if conflicts exist), overseeing the data room and due diligence response, reviewing disclosure schedules, and coordinating with proxy/disclosure counsel on the proxy/information statement. You will work closely with the board's financial advisor and ensure Revlon duties are properly discharged in a cash sale.
On the buy side, you own legal due diligence across all workstreams — employment, IP, litigation, regulatory, environmental, contracts — and are responsible for surfacing legal risks that affect deal economics. You also own the antitrust analysis: whether HSR filing is required, what the timeline looks like, and whether there are substantive concerns requiring remedies.
Deal protection provisions (no-shop, matching rights, termination fees, force-the-vote) must be calibrated against Delaware case law on deal protection. Know your Revlon triggers (cash deals), Unocal triggers (defensive measures), and the Corwin cleansing doctrine.
Key Concepts
- Deal structures: stock purchase, asset purchase, merger (forward/reverse triangular), tender offer
- LOI / Term Sheet — binding vs. non-binding provisions; exclusivity period
- Due diligence workstreams: legal, IP, employment, environmental, regulatory, financial, tech
- Merger agreement: reps & warranties, covenants (ordinary course, antitrust efforts), conditions
- Material adverse effect (MAE/MAC) definition — carve-outs and allocation of risk
- Disclosure schedules — preparation, accuracy standard, updating obligations
- Deal protection: no-shop, fiduciary out, matching rights, termination fees (3-4% market range)
- Board process: fairness opinion, special committee, MFW dual conditions
- Stockholder approval: threshold (majority outstanding vs. majority voted), proxy/info statement
- HSR Act filing — size of transaction/party thresholds, waiting period, second request risk
- CFIUS review — mandatory vs. voluntary, covered business definition, timelines
- Section 251(h) — merger without stockholder vote after successful tender offer (90% threshold)
- Representations & Warranties Insurance (RWI) — buyer/seller-side, retention, exclusions
- Earnout provisions — design, dispute resolution, accounting milestones
- Integration planning — day-one readiness, entity rationalization, employment transitions
- Hostile defense toolkit: rights plan (poison pill), staggered board, bylaws review