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Commercial Awareness Discussion
The M&A Case Study Experiment - Part 1
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<blockquote data-quote="rameses67" data-source="post: 159843" data-attributes="member: 29356"><p>Hi Jaysen,</p><p>I've had an attempt at the case study, would you be able to send me the example answer too pls.</p><p></p><p>Q1</p><ol> <li data-xf-list-type="ol">Founders</li> </ol> <ul> <li data-xf-list-type="ul">Digion is interested in the Immersive’s two co-founders as they have years of experience in game server hosting</li> </ul><p> 2. Popularity</p><ul> <li data-xf-list-type="ul">Immersive is popular among game developers, which interests Digion as it works in the game development field and it can help improve it’s offerings</li> </ul><p> 3. IP</p><ul> <li data-xf-list-type="ul">Digion is interested in the valuable IP</li> </ul><p> 4. Start-up</p><ul> <li data-xf-list-type="ul">Digion is interested in Immersive as it is a start-up and it has funding from venture capital firms to carry out the acquisition</li> </ul><p></p><p></p><p>Q2</p><p>We would advise Elena, to email the co-founders of Immersive to set up a meeting to discuss her concerns regarding Tristan</p><p></p><p>Ask if they know what Tristan has been doing and that it is hindering the acquisition process. What will they do or have they done to investigate this issue?</p><p></p><p>In addition, there could be the potential to insert a Non-compete agreement in Tristan's contract as it seems he is trying to poach Digion's employees to potentially start a new company</p><p></p><p>Q3</p><p>The purpose of clause 5 is to protect Digion, such that if one of the conditions is not met, Digion will not go ahead with the acquisition.</p><p></p><p>Q4</p><p>Phrase the warranties along the lines of ‘as far as the seller is reasonably aware…’</p><p></p><p>This is important as the seller cannot warrant and indemnify against all issues, but they can use vendor protection clauses such as the de minimus clause and de maximus cap in relation to prices. In addition, we could have clauses related to time limits which restricts the period of when the buyer can bring an action.</p><p></p><p>Q5</p><p>Digion, is firstly headquartered in London. English law will be more favourable to Digion in comparison to the law in Germany, which is where Immersive is based.</p><p></p><p>This is because Digion being based in the UK, they will have legal advisors here in the UK. And as they are a multinational company in the UK, English Law may have favoured them.</p></blockquote><p></p>
[QUOTE="rameses67, post: 159843, member: 29356"] Hi Jaysen, I've had an attempt at the case study, would you be able to send me the example answer too pls. Q1 [LIST=1] [*]Founders [/LIST] [LIST] [*]Digion is interested in the Immersive’s two co-founders as they have years of experience in game server hosting [/LIST] 2. Popularity [LIST] [*]Immersive is popular among game developers, which interests Digion as it works in the game development field and it can help improve it’s offerings [/LIST] 3. IP [LIST] [*]Digion is interested in the valuable IP [/LIST] 4. Start-up [LIST] [*]Digion is interested in Immersive as it is a start-up and it has funding from venture capital firms to carry out the acquisition [/LIST] Q2 We would advise Elena, to email the co-founders of Immersive to set up a meeting to discuss her concerns regarding Tristan Ask if they know what Tristan has been doing and that it is hindering the acquisition process. What will they do or have they done to investigate this issue? In addition, there could be the potential to insert a Non-compete agreement in Tristan's contract as it seems he is trying to poach Digion's employees to potentially start a new company Q3 The purpose of clause 5 is to protect Digion, such that if one of the conditions is not met, Digion will not go ahead with the acquisition. Q4 Phrase the warranties along the lines of ‘as far as the seller is reasonably aware…’ This is important as the seller cannot warrant and indemnify against all issues, but they can use vendor protection clauses such as the de minimus clause and de maximus cap in relation to prices. In addition, we could have clauses related to time limits which restricts the period of when the buyer can bring an action. Q5 Digion, is firstly headquartered in London. English law will be more favourable to Digion in comparison to the law in Germany, which is where Immersive is based. This is because Digion being based in the UK, they will have legal advisors here in the UK. And as they are a multinational company in the UK, English Law may have favoured them. [/QUOTE]
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