Reply to thread

Message: <blockquote data-quote="TCAS" data-source="post: 129848" data-attributes="member: 4091"> <ol> <li data-xf-list-type="ol">Digion Ltd may want to acquire Immersive Ltd as presents an opportunity to introduce another dimension to it’s core business. This is a common growth strategy for technology companies. For example, Facebook recently purchased Giphy, which is a popular GIF library, to integrate into it’s social media platform. Thus, instead of outsourcing an add-on feature of it’s core business, Digion purchase of Immersive may enable it to cut costs and integrate Immersive’s product into its business. Additionally, Digion has embarked on international expansion. As Immersive is based in Germany, the acquisition will allow Digion to inherit and build on an established international base. </li> <li data-xf-list-type="ol">Elena may seek to mitigate against Tristan’s action by entering into an NDA with Immersive to govern pre-acquisition/closing discussions and include a non-solicitation clause. This will bound Immersive and its employees/representatives from poaching Digion employees during the course of discussions and a certain period after the NDA expires and/or discussions end. </li> <li data-xf-list-type="ol">The “Conditions” clause allows Digion, as the buyer, to protect itself from entering into a bad deal or making a bad acquisition. Imposing certain events before an acquisition can be complete allows the buyer to gain the full insight into its purchase and may give them bargaining power during negotiations. For example, due diligence into Immersive’s business may uncover an aspect of the business which is underperforming and incurring losses. This information enables Digion to adjust it’s offer or restructure the deal and only purchase certain pieces of the business. Additionally it also ensures certain formalities have been completed that may be an obstacle to the deal such as shareholder approval. </li> <li data-xf-list-type="ol">If I was the seller’s counsel I would limit their liability to direct losses in connection to the breach of the clause. I would limit their indemnities to a certain amount. I would limit the claim period to a certain time frame – 1 to 2 years after the closing of the deal to ensure any liabilities are of a direct result of the seller’s breach. </li> <li data-xf-list-type="ol">As Digion is headquartered in London, it may be more comfortable and familiar to give English courts exclusive jurisdiction. This is because they are more likely to be familiar with the law and the approach of the courts in case of any potential conflict.</li> </ol></blockquote>

Verification: Our company is called, "The Corporate ___ Academy". What is the missing word here?

Top Bottom

Search

Search

Reply to thread