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Drafting and Enforcing Closing Conditions in Unprecedented Times 2020

September 22, 2020 - November 9, 2020 12 - 1 p.m.

When the buyer gets cold feet

When the coronavirus crisis first hit, a number of high-profile mergers were stalled and suits were filed to terminate deals. As businesses continue to grapple with COVID-19 uncertainties, more litigation is likely as acquisitions lose value and buyers desire to quash pending or closed deals.

Drafting and Enforcing Closing Conditions in Unprecedented Times will examine litigation coming out of the pandemic to determine how an extraordinary event could provide a buyer with a path to walk away. With these considerations in mind, you’ll leave with the ability to draft stronger closing clauses and pre-closing covenants for ordinary course of business.

Zach Willenbrink, Mark Witt, and Matt Wuest from Godfrey & Kahn’s Milwaukee office will discuss:

  • Language typically included in closing conditions
  • How COVID-19 is changing the landscape of M&A litigation
  • The perils of relying on standard MAE clause language
  • Key takeaways from SP VS Buyer LP v. L Brands, Inc.

Help buyers or sellers minimize their exposure to business risks resulting from unexpected events with guidance from Drafting and Enforcing Closing Conditions in Unprecedented Times.

How you will benefit

  • Learn lessons from the “Victoria’s Secret dispute” on the pre-and post-closing stages of a deal
  • Understand how to draft effective closing conditions even in times of great upheaval
  • Know what to expect and how to argue your side if it gets litigated
  • Get insight into what is still unknown about terminating deals because of extraordinary events



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