Home      Login

Abstract: 

The impact of regulatory approvals in M&A has increased in recent years as governmental reviews have become more unpredictable and review periods have lengthened. This has resulted in enhanced focus on these matters at the outset of transactions and during the negotiation of the transaction documentation. In this article, the authors discuss approaches for assessing and understanding regulatory risk at the outset of the transaction. The article then outlines various agreement provisions that parties use to allocate and limit regulatory risk in transactions, particularly with respect to antitrust and U.S.-regulated utility matters.

Keywords: Transaction Agreement Covenants; Efforts Covenants; Risk Allocation for Regulatory Approvals/Timing; Ticking and Regulatory Reverse Termination Fees

Affiliations:  1: Skadden, Arps, Slate, Meagher & Flom LLP; 2: Skadden, Arps; 3: Skadden, Arps.