Praise for MAKE THE DEAL
"Make the Deal by Chris Harrison, a highly regarded M&A practitioner and adjunct professor at the NYU School of Law, is a very useful text for both experienced M&A lawyers and for young lawyers seeking useful guidance in preparing and negotiating a merger agreement. War stories and sample contract provisions are used to illustrate a sophisticated analysis of merger agreements. All the key provisions of merger agreements are covered as well as advice for negotiating them."
Marty Lipton, Wachtell, Lipton, Rosen & Katz
"Whether you are a novice or an expert, Make the Deal provides a clear and concise analysis of an M&A contract and demystifies the complexity of these transactions. From the beginning to the end of an M&A transaction, Christopher Harrison adds valuable insight to the essential ingredients of negotiating an M&A deal. He has created a practitioner′s roadmap."
Tom Russo, General Counsel, American International Group, Inc.
A DIRECT AND ACCESSIBLE GUIDE TO STRIKING A POWERFUL M&A DEAL
M&A expert Christopher S. Harrison offers a savant, clear, and highly usable guide to the intricate complexities of dealmaking, providing both attention to detail and a lucid big–picture view. Highlighting what it takes to negotiate a successful merger or acquisition through adroit analysis and hands–on experience, Make the Deal shows that juggling legal terms is no esoteric exercise, but defines the financial result of the deal. Mr. Harrison′s insight into current techniques and market trends make his book an indispensable companion in today′s ever–changing M&A landscape.
Make the Deal shows you how to run the table and come away with a win.
About the Author vii
CHAPTER 1 Introduction to Deal–Making 1
Deal–Making in Practice
CHAPTER 2 Setting Up the Deal 7
Overview and Confidentiality Agreements
CHAPTER 3 Setting Up the Deal 33
Key Provisions and Agreements
CHAPTER 4 Architecture of the Acquisition Agreement 55
CHAPTER 5 Purchase Price 67
CHAPTER 6 Representations and Warranties 87
CHAPTER 7 Covenants 117
CHAPTER 8 Closing Conditions 131
CHAPTER 9 Termination Rights 149
CHAPTER 10 Material Adverse Effect 161
CHAPTER 11 Equity and Debt Commitment Letters 181
CHAPTER 12 Financing Risk 187
CHAPTER 13 Topping a Public Merger 217
CHAPTER 14 Indemnities 245
CHAPTER 15 Dispute Resolution 273
CHAPTER 16 Structuring M&A Deals 281
CHRISTOPHER S. HARRISON currently serves as Chief Investment Officer of The Falconwood Corporation, a financial management firm and research laboratory that has incubated and operated numerous highly successful financial and technological ventures.
Having managed billions of dollars in successful investment transactions, including debt, equity, and real asset ventures, Mr. Harrison earned a reputation as a superb negotiator and business strategist. During his eight years at Cravath Swaine & Moore, one of the world′s most prestigious law firms, he handled numerous high–profile debt, equity, and M&A deals. As Co–Head of the market–leading asset management M&A practice at Schulte Roth & Zabel, the premier investment management law firm, he ran some of the most sophisticated public and private deals and facilitated the strategic growth of several prominent financial services and asset management businesses.
Mr. Harrison teaches popular courses at NYU School of Law on the financial and legal aspects of negotiating and investing in business transactions. He is a regular speaker at industry conferences and webinars.
He holds a JD degree, cum laude, from NYU School of Law, where he focused on law and economics.