Tuesday, December 27, 2011

ABA's M&A Deal Points Study

The Mergers & Acquisitions Market Trends Subcommittee of the Mergers and Acquisitions Committee of the American Bar Association Business Law Section (I dare you to say that name five times fast!) has released its 2011 Private Target Mergers & Acquisitions Deal Points Study (For Transactions Completed in 2010).  It's available to members of the ABA's M&A Committee here: http://apps.americanbar.org/dch/committee.cfm?com=CL560003.  Dallas's own Wilson Chu co-chairs this project.

The annual Deal Points Study contains a tremendous amount of valuable information for M&A participants regarding deal terms actually negotiated in transactions which are publicly disclosed.  This year's survey looked at 100 acquisitions of private companies by publicly traded buyers with transaction values between $25 million and $960 million which were completed in 2010.

The beauty of the Deal Points Study is that it gives the deal lawyer something tangible to point to when arguing that a particular deal point is (or is not) "market."  For example, let's say the buyer in an M&A transaction is demanding a "full-disclosure" representation and warranty from the seller, which would provide that, in addition to the reps and warranties specifically set forth in the acquisition agreement, the seller must also promise that the seller is not aware of any other material fact about the business that has not been disclosed to the buyer.  The buyer and its counsel will likely argue that such a full-disclosure rep is one they "always" get from sellers and what is typical in the "market."  The seller and its counsel will probably take the opposite position.  A seller armed with the Deal Points Study could point out that 63% of the deals closed in 2010 excluded such a full-disclosure rep.  While that won't end the debate, it's certainly more persuasive than a general comment such as: "That's not what we've been seeing in the market."

Tuesday, December 20, 2011

Southlake Carroll Dragons 2011 Texas State Football Champions

I must take a detour from my usual discussion of corporate and securities law topics to congratulate the Southlake Carroll High School football team.  The Dragons just finished off an undefeated season with a record-tying 8th Texas state football championship.  The Dragons showed tremendous heart and determination in coming from behind to win five of their six playoff games.  Thier playoff run included the "Miracle on Mockingbird," in which Carroll scored two touchdowns and recovered an onside kick in the final two minutes to erase a 10-point lead by Dallas Skyline High School.  That state semi-final game also featured a wild fox running out on to the field on the same play the go-ahead touchdown was scored.  What an amazing run for this team which inspired so many of us!  

I am pleased to report that this blog recorded its 10,000th pageview this week.  I look forward to sharing much more with you in 2012.  Merry Christmas and Happy New Year!

Thursday, December 15, 2011

New Texas Securities Commissioner

Yesterday, the Texas Securities Board announced that it has named John Morgan as the new Texas Securities Commissioner.  He replaces Benette L. Zivley, who resigned in November.  Further details are available in the Texas State Securities Board's press release here:  http://www.ssb.state.tx.us/News/Press_Release/12-14-11_press.php.

Monday, December 12, 2011

Annual UT-CLE Securities Regulation Conference Approaching

In the heart of the Christmas season, I thought it would be a great time to mention that the gift every securities attorney in Texas has on their wish list is a ticket to the UT-CLE 34th Annual Conference on Securities Regulation and Business Law.  Okay, I can't confirm that, but I can tell you that this conference is always one of the best around for those of us interested in securities law.  The 2012 conference will be February 9 and 10 at the Belo Mansion in Dallas.  The conference includes 13.25 hours of programming over two days, including the latest on fracking and other hot topics in energy, issues facing microcap public companies, and the new investment advisors rules.  And Yours Truly will be serving as a Presiding Officer.  You can learn more about the conference here: http://www.utcle.org/conference_overview.php?conferenceid=1007.  Hopefully, I'll see you there.