Cross-Border Transactions Insights

The global economic environment has resulted in many multinational companies turning to cross-border carve-out transactions as they refocus on their core business competencies and dispose of non-strategic product and service lines. These transactions, particularly those involving separating an integrated business division from the rest of a global company across dozens of jurisdictions, are complex and difficult and require careful planning and execution.

In Series 3 of our Cross-Border Transaction Insights series, our highly experienced attorneys discuss some of the critical considerations and issues that companies engaged in carve-out transactions need to address before, during and post-closing of the carve-out transaction.

Episode 4: Transition Services Arrangements

Los Angeles partner Darcy Down discusses transition services arrangements, which are a critical element in any carve-out transaction because of the inter-dependencies that exist among the target business and the seller's remaining business post-closing.

Episode 3: Employment and Benefits Considerations

Chicago partner Elizabeth Ebersole discusses some of the key employment and benefits considerations that buyers and sellers need to proactively address during a carve-out transaction.

Episode 2: Carve-out Due Diligence

Houston partner Nicole Sudhindra provides key tips for completing effective due diligence for the two main stages of carve-out due diligence: early stage and confirmatory diligence.

Episode 1: Engaging Key Stakeholders

Chicago associate Collin Stich provides insights into the importance of engaging key stakeholders, at the outset of the deal, in the planning and implementation of a successful carve-out transaction.

Closing an acquisition is just the beginning and planning for the post-acquisition integration must begin before the deal closes. In Series 2 of our Cross-Border Transactions Insights, our practitioners discuss key considerations and strategies in implementing an effective post-acquisition integration with the goal of maximizing synergies to ensure a transaction lives up to its anticipated value.

Episode 6: Asset Transfers as a Means for Integration

Chicago associate Alexandra Daniels discusses some of the benefits of, and considerations for, using an asset transfer as a means for achieving efficient entity integrations.

Episode 5: Statutory Mergers as a Means for Integration

Chicago associate Gudrun Juffer discusses some of the reasons why a statutory merger can be one of the most powerful tools for a legal entity integration in a number of jurisdictions.

Episode 4: Branches and Business Registration Considerations in Integration

Washington, DC partner Nate Douglas discusses issues to consider when integrating companies with branches and business registrations into another organizational structure in a cross-border integration transaction.

Episode 3: Integration Due Diligence

Chicago partner Duffy Lorenz highlights the importance of legal due diligence as a crucial step toward eliminating surprises when developing legal entity integration plans and timelines.

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Episode 2: Project Management Considerations

Chicago senior legal project management team lead Scott Brennan discusses some key considerations for proactively managing your post-acquisition integration through (1) status tracking and reporting, (2) communication, (3) resource management, (4) technology, and (5) change management.

Episode 1: Changing Slate of Directors and Officers

New York partner Claudia Poernig discusses issues that a company should consider when changing directors or officers on a multijurisdictional level as part of a post-acquisition integration or any other triggering event.

In our first series of videos, our partners start with local issues, discussing US law matters that companies engaging in particular domestic transactions may face, leveraging lessons learned on recent engagements.

Episode 4: Considerations in Cross-State Mergers

Houston partner Justin Whittenburg highlights potential pitfalls of cross-state mergers and strategies to avoid tripping into them.

Episode 3: Delaware "Demergers"

Washington, DC partner Daniel De Deo discusses the Delaware "demerger" rules and highlights how this relatively new transaction structure can be used in both corporate restructurings and third-party deals.

Episode 2: How to Dissolve a Delaware LLC

Chicago partner Christina Bullock provides a high level overview of some of the key steps to take for dissolving a Delaware limited liability company.

Episode 1: Deregistration of Out of State Entities

San Francisco partner Scott Meselson discusses the importance of not overlooking out-of-state deregistrations when planning for the liquidation of a subsidiary, and methods for ensuring that this important clean-up step is taken care of.