Global M&a Podcast By Mayer Brown

In this episode, we discuss cultural elements to consider when identifying a potential closing team, emphasizing the importance of collaboration to determine the inner circle best positioned to bring the companies together. As emotions heighten nearing the closing, we stress the importance of managing employee expectations and concerns to conducting pulse checks and identifying early wins that reflect the bright future of the company.

In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale.

In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landscape in 2024.

In this episode, “Fair Lending Due Diligence,” hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitoring when conducting due diligence on target companies for fair lending risk.

In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase.

In this episode, “Term Sheet Negotiations,” Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations.

In this episode, "Fixing to Get Ready: Financial Preparation," we discuss the critical aspects of financial readiness. Hosts Lauren and Hale are joined by Ken Richey and Steve Smith, seasoned professionals with extensive experience advising clients in the industry. Ken, the founder of Richey May & Co., specializes in creating customized business and tax planning strategies for clients. Steve is an industry consultant with over 35 years of experience in financial services and mortgage banking. Together, they address essential considerations for owners and sponsors who are contemplating the sale of their companies. They explore the intricacies of asset sales, outline the financial and accounting prerequisites for successful negotiations, and discuss which key stakeholders within the company should be informed when a deal is in progress.

"Deal Trends and Market Cycles," hosts Lauren Pryor and Brian Hale are joined by Laurence Platt, senior counsel in Mayer Brown's Financial Services practice, a seasoned legal advisor to the mortgage banking industry for many years. These three delve into key elements of successful transactions, identify deal breakers they've encountered, and offer insights on M&A predictions for 2024.

Mayer Brown partners Andrew Noreuil, Michael Gill and Brian Massengill discuss two recent decisions of the Delaware Supreme Court regarding the ability of parties to limit their liability for fraud in an M&A transaction and the insurability of fraud under a directors and officers liability insurance policy.

Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant.

Mayer Brown partners Mark Ryan, William Stallings and Scott Perlman discuss antitrust issues in the dynamic fintech industry, specifically relating to mergers and acquisitions.

Corporate/M&A partner Joe Castelluccio and senior associate Jenna Miller discuss pre-closing covenants in M&A transactions in the wake of the pandemic. They discuss why these pre-closing restrictions can have an outsized impact on deals in this environment and ways to address this impact.

Corporate/M&A partners Paul Crimmins and Jennifer Keating and Litigation partner Brian Massengill discuss some key considerations for M&A practitioners in pending transactions, whether closed deals may be “repriced” and areas in which post-closing disputes may arise. This topic is likely to generate significant interest in the industry in light of the COVID-19 pandemic and related global financial crisis. Recorded on May 4, 2020 (prior to the resolution of the Victoria's Secret litigation).

M&A partners Paul Crimmins and Jennifer Keating and counsel Rebecca Seidl discuss non-cash considerations in post COVID-19 M&A.

M&A partners and co-leaders of Mayer Brown’s transactional liability insurance practice Joe Castelluccio and William Kucera discuss some key considerations for insurers and buyers in using representations and warranties insurance in Section 363 transactions, a topic that is likely to generate significant interest in the transactional liability insurance industry in light of the COVID-19 pandemic and related global financial crisis.

Associate Quinncy McNeal moderates a discussion among partners Gonçalo Falcão and Paulo Rage, and special counsel Norman Nadorff on current trends and developments in Mozambique.

US-based partners Nina Flax, leader of our Northern California Corporate & Securities practice, Steve Kaplan, co-leader for the firm's Financial Services Regulatory & Enforcement group, Joe Pennell, a Technology Transactions partner active in both fintech M&A and bank/fintech partnership transactions, and Libby Raymond, co-head of the Financial Institutions M&A and Fintech groups, discuss the top 10 due diligence pitfalls for fintech transactions.

M&A partners Paul Chen, William Kucera, Andrew Noreuil and Jodi Simala and associate Cade Cross, along with Employee Benefits & Executive Compensation partner Debra Hoffman, discuss corporate governance issues for directors to consider as their companies respond to the challenges and risks posed by the pandemic.

Mayer Brown lawyers discuss the COVID-19 pandemic’s impact on the US M&A market and key considerations for buyers and sellers. M&A partners Marc Harrison and Peter Wolf and associate Thomas De Gregoris give the buyers’ perspective while M&A partners Paul Chen and Paul Crimmins and associate Thomas Wu highlight the sellers.

M&A partners Joseph Castelluccio, Nina Flax, Andrew Noreuil, Jodi Simala, and associate Laura McKenzie highlight how the pandemic is impacting activism. During this podcast, they consider historical precedent and discuss some practical suggestions that companies can take now to prepare for activist campaigns that may arise in the near term.