Hi,What should we expect, look out for during written exercises on M&A? What are key issues to flag and more minor details? Any tips on answering these questions?
My main tip on answering written exercises is to write very clearly and concisely. You want the person reading it to see that you have well-formulated and structured arguments. This is incredibly important because the knowledge aspect can be fixed, but the way you think can show a real insight into the way you approach problems. I would typically try and bring out three points/issues and discuss these in three separate paragraphs.
For me, the main issues to flag are typically surrounding warranties and indemnities. There are normally litigation issues or some reason why it is risky for a seller to acquire the business. Therefore, I would really emphasise preparing what warranties and indemnities are and how they can be used to help negotiate an M&A deal. For example, an indemnity can be used to promise the buyer compensation for a litigation case. Indemnities and warranties are negotiated in the Share Purchase Agreement (the SPA).
I would also know the difference between share sales and asset sales and what differences these can have on a deal. For example, for a share sale, the buyer has to take on the risks of the company but for an asset sale, the buyer only has to take on the risks associated with that asset.