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Commercial Awareness Discussion
The M&A Case Study Experiment - Part 1
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<blockquote data-quote="KTT" data-source="post: 129713" data-attributes="member: 27195"><p> <ol> <li data-xf-list-type="ol"><strong>Why do you think Digion wants to buy Immersive? </strong></li> </ol><p>There are several reasons why Digion is looking to buy Immersive </p><ul> <li data-xf-list-type="ul">To limit competition and increase its market share in the technology game development market </li> <li data-xf-list-type="ul">To break into foreign markets, in this case, Germany and Europe </li> <li data-xf-list-type="ul">To acquire a number of talented professionals from Immersive which will add to Digion’s expertise </li> </ul><p></p><ol> <li data-xf-list-type="ol"><strong>How would you advise Elena handle the situation with Tristan? </strong></li> </ol><p>I would advise that Elena calls Tristan or sends him a message addressing the issue with him directly, explaining why this has made her upset and why it erodes trust in the negotiations. It would be a good idea to mention that non-compete clauses are in the draft and will be in the finalised version of the SPA </p><p> </p><ol> <li data-xf-list-type="ol"><strong>What is the purpose of Clause 5 in Document 3? </strong></li> </ol><p>Clause 5 sets out the draft conditions precedent that must be met before the sale can go ahead. </p><p> </p><ol> <li data-xf-list-type="ol"><strong>In Clause 7, note the phrase, 'The Seller’s liability under the warranties and indemnities shall be subject to limitations.' Suppose you were the lawyers acting for the Seller, what could you do to limit the Seller's liabilities? Why is this important? </strong></li> </ol><p>As lawyers for the Seller, I would look to limit liabilities by introducing a time limit on when an action may be brought on the sale of the company. Other limitations can be made around the upper and lower limit of a claim brought in relation to the sale, as well as potential claims being limited only to matters which arose during his ownership of the shares or assets. </p><p>Limitations on liability are important for the seller because they protect the seller from having to pay out or be sued where the sale of the business does not work out or there are problems that arise post-sale. </p><p> </p><ol> <li data-xf-list-type="ol"><strong>Why could it be important to Digion that 'the courts of England have exclusive jurisdiction to settle any dispute'? </strong></li> </ol><p>Dispute resolution clauses are important in that they decide which legal system will have the exclusive right to settle the dispute. Bringing an action in the English courts ensures a high degree of certainty and predictability owing to the England’s historic use of the common law system. England is a very popular choice for dispute resolution clauses because of its well-known and well-respected attitude towards ‘freedom of contract’, making it a good choice for commercial contracts.</p></blockquote><p></p>
[QUOTE="KTT, post: 129713, member: 27195"] [LIST=1] [*][B]Why do you think Digion wants to buy Immersive? [/B] [/LIST] There are several reasons why Digion is looking to buy Immersive [LIST] [*]To limit competition and increase its market share in the technology game development market [*]To break into foreign markets, in this case, Germany and Europe [*]To acquire a number of talented professionals from Immersive which will add to Digion’s expertise [/LIST] [LIST=1] [*][B]How would you advise Elena handle the situation with Tristan? [/B] [/LIST] I would advise that Elena calls Tristan or sends him a message addressing the issue with him directly, explaining why this has made her upset and why it erodes trust in the negotiations. It would be a good idea to mention that non-compete clauses are in the draft and will be in the finalised version of the SPA [LIST=1] [*][B]What is the purpose of Clause 5 in Document 3? [/B] [/LIST] Clause 5 sets out the draft conditions precedent that must be met before the sale can go ahead. [LIST=1] [*][B]In Clause 7, note the phrase, 'The Seller’s liability under the warranties and indemnities shall be subject to limitations.' Suppose you were the lawyers acting for the Seller, what could you do to limit the Seller's liabilities? Why is this important? [/B] [/LIST] As lawyers for the Seller, I would look to limit liabilities by introducing a time limit on when an action may be brought on the sale of the company. Other limitations can be made around the upper and lower limit of a claim brought in relation to the sale, as well as potential claims being limited only to matters which arose during his ownership of the shares or assets. Limitations on liability are important for the seller because they protect the seller from having to pay out or be sued where the sale of the business does not work out or there are problems that arise post-sale. [LIST=1] [*][B]Why could it be important to Digion that 'the courts of England have exclusive jurisdiction to settle any dispute'? [/B] [/LIST] Dispute resolution clauses are important in that they decide which legal system will have the exclusive right to settle the dispute. Bringing an action in the English courts ensures a high degree of certainty and predictability owing to the England’s historic use of the common law system. England is a very popular choice for dispute resolution clauses because of its well-known and well-respected attitude towards ‘freedom of contract’, making it a good choice for commercial contracts. [/QUOTE]
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