M&A Boot Camp booklet 2023 - Flipbook - Page 69
Closing Conditions
Parties’ mindsets in negotiating buyer’s “walk rights”
Buyer’s mindset:
– “We should have the right to walk away if the target’s business deviates
from our expectations in any material respect.”
Target’s mindset:
– “Once the acquisition agreement is signed and publicly announced, our
position vis-à-vis our employees, customers and others changes
dramatically; if the buyer walks away, we will be seen as ‘damaged
goods’; accordingly, the buyer should be permitted to walk only in the
event of something truly catastrophic.”
Hogan Lovells US LLP
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