Structuring Public and Private Transactions in the Current M&A EnvironmentExclusive Interview with
Clare O'Brien, Shearman & Sterling LLP
As many companies and private equity firms have been accumulating large amounts of cash over the last three years, they’re coming under increased pressure to deploy that cash productively. According to Clare O’Brien, a partner in the Mergers & Acquisitions Group at Shearman & Sterling LLP, this has led to an increase in M&A activity — both public and private transactions.
In this exclusive LegalMinds interview, Ms. O’Brien discusses these trends and explores some of the key issues in structuring both public and private M&A transactions — from basic considerations such as whether the transaction should be a merger or tender offer to the impact of decisions such as which assets should be sold, what kinds of liabilities should be accepted, retaining employees and sharing any intellectual property.
As O’Brien points out, “while public deals tend to be focused on certainty of closing, in addition to value obviously, the seller wants to maintain the flexibility to accept a better deal if it comes along — and the way of doing that tends to differ between strategic deals, i.e. when the buyer is another company, and as opposed to when the buyer is a private equity firm.” As it relates to regulatory issues, which are usually anti-trust related, O’Brien adds that frequently the buyer will agree to pay a reverse termination fee if the regulatory clearances aren’t obtained.
In terms of what lies ahead, O’Brien believes the negotiating leverage may sort of swing back to the seller a little bit. “You could say that it’s sort of been a buyer’s market for the last couple of years and I think that may change.”
VIDEO SECTIONS (Click link to advance video to specific topic.)
View and download a PDF transcript of the full interview at *
Transcripts provided by
*Full Transcript Coming Soon.
Partner, Shearman & Sterling LLP
Clare O’Brien has been a partner since January 1995. She joined the firm in 1988 and in 1989 moved to the Mergers & Acquisitions Group, where she has worked on a large variety of public and private transactions, including public company restructurings, joint ventures and large public transactions. She also advises clients regularly on mergers and acquisitions and other corporate law questions.
Prior to joining the firm, Ms. O’Brien worked with the law firm of Brady & Tarpey, P.C., where her practice included cross-border corporate transactions, litigation and domestic relations. Ms. O’Brien began her legal career at the Irish law firm of Eugene F. Collins & Son, and was admitted to the Irish Roll of Solicitors in 1985.
Mergers & Acquisitions
State Controlled Companies/Sovereign Wealth Funds
Incorporated Law Society of Ireland
Trinity College, Dublin, B.A. Legal Science
New York, NY 10022
To see a full bio, visit: http://www.shearman.com/cobrien/
Shearman & Sterling has been advising many of the world’s leading corporations and financial institutions, governments and governmental organizations for more than 135 years. We are committed to providing legal advice that is insightful and valuable to our clients. This has resulted in groundbreaking transactions in all major regions of the world.
For additional information, visit: http://www.shearman.com
Other Shearman & Sterling Featured Video Interviews:
Emerging Growth in Latin America’s Capital Markets
Antonia Stolper, Partner and head of Latin America Practice
Shearman & Sterling LLP
Click image to view the video.