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Corporate Finance/M&A

12 September 2018
Will Pearce Private M&A trends: the use of a 'locked box' pricing mechanism

United Kingdom - Davis Polk & Wardwell LLP

For the sale of a company using a European-style share purchase agreement governed by English law, the use of a 'locked box' as the seller's preferred pricing mechanism is now more commonplace than the traditionally popular closing accounts. The 'locked box' is an alternative pricing mechanism to closing accounts, under which the parties agree a price payable for the target based on a balance sheet that is drawn up and settled between the parties on an agreed date in advance of signing.

Authors: Will Pearce, William Tong
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Lisa H Bebchick New York Supreme Court enjoins Xerox acquisition

USA - Ropes & Gray LLP

The Commercial Division of the New York Supreme Court recently enjoined Fujifilm Holdings Corp's proposed acquisition of a controlling interest in Xerox Corp. The court also compelled Xerox to waive provisions of its advance notice bylaw, enabling activist investors to nominate a competing slate of directors after the otherwise applicable deadline. The court's decision has been recognised as precedent-setting New York case law and as a victory for activist shareholders.

Authors: Lisa H Bebchick, Martin J Crisp, Marc Feldhamer, Amanda Leese
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Recent updates

Alain Levy Protecting the state's interest in strategic companies: a 'golden touch'

France - AyacheSalama

Authors: Alain Levy, Gwenaëlle de Kerviler, Linda Erlandsson
Will Pearce Private M&A trends: use of warranty and indemnity insurance

United Kingdom - Davis Polk & Wardwell LLP

Authors: Will Pearce, William Tong
Alexander Vogel Opting-out clauses in Swiss takeover law

Switzerland - Meyerlustenberger Lachenal

Authors: Alexander Vogel, Camillo Devecchi
Brian D McCabe No-action letter addresses use of performance record after merger of adviser subsidiaries

USA - Ropes & Gray LLP

Author: Brian D McCabe