Advertise on podcast: Global Corporate/M&A

In this episode of Mayer Brown's Global Corporate M&A podcast, Jonathan Dhanawade joins Steven Rathbone, Stout's Vice Chairman, Investment Banking, to discuss what's driving the surge, the risks industry leaders need to watch, and how persistence can turn challenges into opportunities.

In this episode, Mayer Brown's Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent Delaware cases to reveal how binding term sheet provisions can survive even after definitive agreements with an integration clause have been executed. Tune in for practical drafting tips that will help you safeguard your transactions and avoid costly surprises. Tagged Practices: Corporate M&A, Private Equity

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year's amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law. The discussion highlights how these landmark changes respond to recent court decisions and shifting corporate trends, marking one of the most significant updates to Delaware corporate law in decades.

In this episode, Mayer Brown partners Gail Levine and Andrew Noreuil discuss recent changes to the Hart-Scott-Rodino (HSR) Act and their impact on M&A transactions. Our partners provide insight into the new regulatory landscape, focusing on significant amendments to the HSR premerger notification process and the implications for merger filings.

In this episode, we discuss cultural elements to consider when identifying a potential closing team, emphasizing the importance of collaboration to determine the inner circle best positioned to bring the companies together. As emotions heighten nearing the closing, we stress the importance of managing employee expectations and concerns to conducting pulse checks and identifying early wins that reflect the bright future of the company.

In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale.

In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landscape in 2024.

In this episode, "Fair Lending Due Diligence," hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitoring when conducting due diligence on target companies for fair lending risk.

In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase.

In this episode, "Term Sheet Negotiations," Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations.

In this episode, "Fixing to Get Ready: Financial Preparation," we discuss the critical aspects of financial readiness. Hosts Lauren and Hale are joined by Ken Richey and Steve Smith, seasoned professionals with extensive experience advising clients in the industry. Ken, the founder of Richey May & Co., specializes in creating customized business and tax planning strategies for clients. Steve is an industry consultant with over 35 years of experience in financial services and mortgage banking. Together, they address essential considerations for owners and sponsors who are contemplating the sale of their companies. They explore the intricacies of asset sales, outline the financial and accounting prerequisites for successful negotiations, and discuss which key stakeholders within the company should be informed when a deal is in progress.

"Deal Trends and Market Cycles," hosts Lauren Pryor and Brian Hale are joined by Laurence Platt, senior counsel in Mayer Brown's Financial Services practice, a seasoned legal advisor to the mortgage banking industry for many years. These three delve into key elements of successful transactions, identify deal breakers they've encountered, and offer insights on M&A predictions for 2024.

Mayer Brown partners Andrew Noreuil, Michael Gill and Brian Massengill discuss two recent decisions of the Delaware Supreme Court regarding the ability of parties to limit their liability for fraud in an M&A transaction and the insurability of fraud under a directors and officers liability insurance policy.

Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant.

Mayer Brown partners Mark Ryan, William Stallings and Scott Perlman discuss antitrust issues in the dynamic fintech industry, specifically relating to mergers and acquisitions.