Log in
Register
Search
Search titles only
By:
Search titles only
By:
Log in
Register
Search
Search titles only
By:
Search titles only
By:
More options
Toggle width
Share this page
Share this page
Share
Facebook
Twitter
Reddit
Pinterest
Tumblr
WhatsApp
Email
Share
Link
Menu
Install the app
Install
Law Firm Directory
Apply to Paul, Weiss
Forums
Law Firm Events
Law Firm Deadlines
TCLA TV
Members
Leaderboards
Premium Database
Premium Chat
Commercial Awareness
Future Trainee Advice
Forums
Aspiring Lawyers - Interviews & Vacation Schemes
Commercial Awareness Discussion
The M&A Case Study Experiment - Part 1
JavaScript is disabled. For a better experience, please enable JavaScript in your browser before proceeding.
You are using an out of date browser. It may not display this or other websites correctly.
You should upgrade or use an
alternative browser
.
Reply to thread
Message
<blockquote data-quote="futuretrainee202X" data-source="post: 130171" data-attributes="member: 20379"><p>Q1</p><p></p><p>- streamlines and consolidates downstream markets in allowing developers to make games that support a substantial number of players and huge environments. Note: Digion has patented cloud technology software that allows developers to make games but they do not own software to help developers host multiplayer servers.</p><p></p><p>- achieves economies of scale in reducing R&D efforts through knowledge acquisition and IP acquisition of Immersive Ltd</p><p></p><p>- ultimately captures new opportunities for growth for Digion through vertical integration</p><p></p><p>Q2</p><p></p><p>Convince Elena to keep Tristan for now as he is a key asset, being a vice-president but concedes accepting Tristan means his contract will include more control clauses</p><p></p><p>- insert a unilateral non-solicitation clause in Tristan’s employment contract with Digion + relevant non-solicitation / non-complete clauses in SPA AND an NDA specifying this during discussions of a potential transaction during this period</p><p></p><p>- include a 6-12 month look-back period (i.e., time starts running against him prior to solicitations or hiring) of former employees</p><p></p><p>- include a second carveout to include all of Digion’s current employees, to start running when Digion start becoming aware of such solicitations, in connection with its evaluation of a potential transaction w/ Immersive Ltd</p><p></p><p>Q3</p><p></p><p>Clause 5 are condition precedents. The purpose of Clause 5 is to provide stipulations that Immersive Ltd must satisfy before any deal can proceed. Failure to satisfy any of Clause 5’s sub-clauses means Digion can walk away without suffering loss or liability.</p><p></p><p>Q4</p><p></p><p>If I were to represent Immersive Ltd as its lawyer, ways I could limit its liability include:</p><p></p><p>(a) include a disclose letter process so that Digion enters the deal knowing some of Immersive Ltd’s liabilities are known to both parties, reducing the risk Digion can lodge a claim post-completion</p><p></p><p>(b) insert a clause on a time limit for making claims IF a warranty or indemnity breach was found</p><p></p><p>(c) cap on the amount claimed IF Digion was successful in establishing its existence</p><p></p><p></p><p>Q5</p><p></p><p>- Homebase in advising English law which means implications in the wording used (i.e., reasonable commercial efforts vs best endeavours) in the SPA are clear and known</p><p></p><p>- “exclusive jurisdiction” also adds extra weight in finding favour that English law and English courts would hear any eventual dispute</p></blockquote><p></p>
[QUOTE="futuretrainee202X, post: 130171, member: 20379"] Q1 - streamlines and consolidates downstream markets in allowing developers to make games that support a substantial number of players and huge environments. Note: Digion has patented cloud technology software that allows developers to make games but they do not own software to help developers host multiplayer servers. - achieves economies of scale in reducing R&D efforts through knowledge acquisition and IP acquisition of Immersive Ltd - ultimately captures new opportunities for growth for Digion through vertical integration Q2 Convince Elena to keep Tristan for now as he is a key asset, being a vice-president but concedes accepting Tristan means his contract will include more control clauses - insert a unilateral non-solicitation clause in Tristan’s employment contract with Digion + relevant non-solicitation / non-complete clauses in SPA AND an NDA specifying this during discussions of a potential transaction during this period - include a 6-12 month look-back period (i.e., time starts running against him prior to solicitations or hiring) of former employees - include a second carveout to include all of Digion’s current employees, to start running when Digion start becoming aware of such solicitations, in connection with its evaluation of a potential transaction w/ Immersive Ltd Q3 Clause 5 are condition precedents. The purpose of Clause 5 is to provide stipulations that Immersive Ltd must satisfy before any deal can proceed. Failure to satisfy any of Clause 5’s sub-clauses means Digion can walk away without suffering loss or liability. Q4 If I were to represent Immersive Ltd as its lawyer, ways I could limit its liability include: (a) include a disclose letter process so that Digion enters the deal knowing some of Immersive Ltd’s liabilities are known to both parties, reducing the risk Digion can lodge a claim post-completion (b) insert a clause on a time limit for making claims IF a warranty or indemnity breach was found (c) cap on the amount claimed IF Digion was successful in establishing its existence Q5 - Homebase in advising English law which means implications in the wording used (i.e., reasonable commercial efforts vs best endeavours) in the SPA are clear and known - “exclusive jurisdiction” also adds extra weight in finding favour that English law and English courts would hear any eventual dispute [/QUOTE]
Insert quotes…
Verification
Our company is called, "The Corporate ___ Academy". What is the missing word here?
Post reply
Forums
Aspiring Lawyers - Interviews & Vacation Schemes
Commercial Awareness Discussion
The M&A Case Study Experiment - Part 1
Top
Bottom
This site uses cookies to help personalise content, tailor your experience and to keep you logged in if you register.
By continuing to use this site, you are consenting to our use of cookies.
Accept
Learn more…
