Contingent Value Rights in M&A Deals: Bridging Valuation Gaps, Structuring Deals to Protect Buyers and Sellers
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will provide an overview of how contingent value rights (CVRs) can be leveraged as a value-bridging tool when negotiating and structuring public company M&A deals. The panel will explain the types of deals and conditions for which CVRs are best suited and discuss best practices for using CVRs to benefit and protect buyers and sellers.
Outline
- Contingent value rights (CVRs): overview
- Definition
- Common use and types of CVRs
- Implications for buyers and sellers
- Current state of CVR deals
- Deal considerations
- Securities issues
- Financial issues
- Tax issues
- Accounting issues
- Documentation issues
- Strategies for negotiating and implementing CVRs
- Key negotiating terms and conditions
- Dealing with unanticipated events
- Post-closing activities by buyer and seller
- Resolving conflicting positions
- Ways to limit litigation risks
Benefits
The panel will review these and other key questions:
- How are CVRs currently being used to close the valuation gap between buyers and sellers in public company M&A deals?
- In what situations are CVRs an attractive option?
- What strategies have been effective for negotiating deals involving CVRs?
- What are some recent examples of deals where CVRs have been used successfully?
Faculty
Andrew L. Bab
Partner, Co-Chair of the Healthcare & Life Sciences Group
Debevoise & Plimpton
Mr. Bab has worked extensively on public and private acquisitions, divestitures and joint ventures, including... | Read More
Mr. Bab has worked extensively on public and private acquisitions, divestitures and joint ventures, including cross-border transactions for both private equity and corporate clients, as well as licensing arrangements and other corporate transactions. He has experience across many industries but is particularly active in the healthcare and life sciences sectors. In addition, he frequently advises Deutsche Bank, Guggenheim Securities, J.P. Morgan Securities, Morgan Stanley and other investment banks on major M&A transactions. Mr. Bab is also a frequent speaker on legal developments affecting mergers and acquisitions and on healthcare-related issues.
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Victor Goldfeld
Partner
Wachtell Lipton Rosen & Katz
Mr. Goldfeld's practice is focused on domestic and cross-border mergers and acquisitions, divestitures,... | Read More
Mr. Goldfeld's practice is focused on domestic and cross-border mergers and acquisitions, divestitures, spin-offs, joint ventures, private equity transactions and other complex corporate and securities law matters. He has represented a broad range of clients in a variety of industries. Mr. Goldfeld is Co-Chair of the International Private Equity & Venture Capital Committee of the American Bar Association’s International Law Section and is a Fellow of the American Bar Foundation.
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Jenny Hochenberg
Partner
Freshfields Bruckhaus Deringer
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and shareholder activism defense.... | Read More
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and shareholder activism defense. She is a thought leader and frequent speaker on emerging trends in M&A and corporate governance law and is currently Vice Chair of the ABA's Acquisition of Public Companies Subcommittee. Ms. Hochenberg has worked on some of the biggest and most transformative M&A transactions of our time, both purely US as well as cross-border. Her clients have included Afterpay, Atlas Air Worldwide, bp, Cable One, Canadian National Railway, Cincinnati Bell, City Brewing, CommScope, Crown Castle, Exyte, GW Pharmaceuticals, Johnson & Johnson, Light & Wonder, Moda Operandi, NCR, Novartis, Pitney Bowes, Scientific Games, Time Warner, US Foods, Viatris and Yahoo.
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