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Aspiring Lawyers - Interviews & Vacation Schemes
Commercial Awareness Discussion
The M&A Case Study Experiment - Part 1
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<blockquote data-quote="jackismall" data-source="post: 129644" data-attributes="member: 25386"><p>1. There are several reasons why Digion may want to purchase Immersive. This could include the acceleration of Digion's growth. The company has recently raised large amounts of funding and the purchase of an up-and-coming company could speed up growth to satisfy shareholders. Digion's CEO has also directly stated that she is impressed by the co-founders of Immersive. Therefore, the merger also appears to be the acquisition of talent. Further reasons could include the acquisition of Immersive's "popularity among game developers" and software.</p><p></p><p>2. With regards to the poaching of employees, Digion should include a non-solicitation clause within the agreement to ensure that their employees are not poached by Immersive. The scope should be carefully considered, but a clause similar to 7.3 should be sufficient. </p><p></p><p>In terms of Tristan joining Digion, a meeting could be held with Leon and Maria to discuss Tristan - they may vouch for his character or agree with Elena's initial assessment. If the goal is to remove him from the company, our HR team should conduct further due diligence into the nature of Tristan's employment contract. Removing him from the company could be very difficult and costly and this will depend on the terms of his employment. </p><p></p><p>3. Clause 5 outlines the various conditions that must be satisfied before the acquisition can go ahead. For example, taking clause 5.7, if the acquisition is referred to the CMA for a phase II investigation, Digion can call the acquisition off as a condition has not been satisfied. However, they do have discretion to waive these conditions and continue with the purchase if they please.</p><p></p><p>4. To limit the seller's liabilities, several clauses could be included. For example, a fixed limitation clause that limits damages for breach of warranties to the value of the purchase price of Immersive. This ensures that the seller's liability is capped and they do not face unlimited losses. By guarding the seller against uncapped risks, the risk is more fairly apportioned between both the seller and the buyer. </p><p></p><p>5. As Immersive is Frankfurt-based, there is a real possibility they would like to contract for disputes to be resolved in the German courts, or even use an arbitrator. With a presence in the UK, Digion may prefer the UK courts as this would be more convenient.</p></blockquote><p></p>
[QUOTE="jackismall, post: 129644, member: 25386"] 1. There are several reasons why Digion may want to purchase Immersive. This could include the acceleration of Digion's growth. The company has recently raised large amounts of funding and the purchase of an up-and-coming company could speed up growth to satisfy shareholders. Digion's CEO has also directly stated that she is impressed by the co-founders of Immersive. Therefore, the merger also appears to be the acquisition of talent. Further reasons could include the acquisition of Immersive's "popularity among game developers" and software. 2. With regards to the poaching of employees, Digion should include a non-solicitation clause within the agreement to ensure that their employees are not poached by Immersive. The scope should be carefully considered, but a clause similar to 7.3 should be sufficient. In terms of Tristan joining Digion, a meeting could be held with Leon and Maria to discuss Tristan - they may vouch for his character or agree with Elena's initial assessment. If the goal is to remove him from the company, our HR team should conduct further due diligence into the nature of Tristan's employment contract. Removing him from the company could be very difficult and costly and this will depend on the terms of his employment. 3. Clause 5 outlines the various conditions that must be satisfied before the acquisition can go ahead. For example, taking clause 5.7, if the acquisition is referred to the CMA for a phase II investigation, Digion can call the acquisition off as a condition has not been satisfied. However, they do have discretion to waive these conditions and continue with the purchase if they please. 4. To limit the seller's liabilities, several clauses could be included. For example, a fixed limitation clause that limits damages for breach of warranties to the value of the purchase price of Immersive. This ensures that the seller's liability is capped and they do not face unlimited losses. By guarding the seller against uncapped risks, the risk is more fairly apportioned between both the seller and the buyer. 5. As Immersive is Frankfurt-based, there is a real possibility they would like to contract for disputes to be resolved in the German courts, or even use an arbitrator. With a presence in the UK, Digion may prefer the UK courts as this would be more convenient. [/QUOTE]
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