Running auctions or strategic review processes – legal tips and advice
Summary provided by officers
IBA Corporate and M&A Law Committee
A session at the IBA Annual Conference Toronto 2025, on 6 November 2025
Session Co-Chairs
Pablo Iacobelli, Carey Abogados, Santiago
Jamie Leigh, Cooley, San Francisco
Speakers
Alethea Tien Yee Au, Stikeman Elliott, Toronto
Daniel J Cerqueira, Cravath, Swaine & Moore, New York
Daniel Hasler, Homburger AG, Zürich
Michael Jemczyk, Ontario Teachers’ Pension Plan, Toronto
Sarah Kurash, OPTrust, Toronto
Session summary
Our 2025 Toronto conference session ‘Running auctions or strategic review processes’ held on Thursday afternoon offered valuable insights into the design and execution of auction and strategic review processes during M&A transactions. Moderated by Jamie Leigh and Pablo Iacobelli, the panel brought together leading experts from Canada, the United States, Germany and Chile. The discussion focused on the intersection between legal strategy and commercial objectives, with particular emphasis on cross-border transactions in which the regulatory, antitrust and foreign investment review risks are heightened. The panel provided practical guidance on how legal teams can proactively shape auction dynamics, mitigate execution risk and deliver value to clients throughout the process. Panelists emphasised the importance of both ‘planning for the best’ and ‘preparing for the worst’.
Key takeaways
- thorough planning: early identification of internal teams and comprehensive risk mapping are critical to a successful strategic process. These steps should be undertaken proactively, before any external pressures arise;
- stakeholder coordination: effective coordination among stakeholders, including co-investors and limited partners, is essential. Establishing clear pathways for obtaining consent and addressing governance matters is crucial;
- management preparation: senior management must be prepared specifically to deal with the cadence of roadshows and in terms of the content of presentations to ensure consistent and effective communication; and
- plan for the downside to protect the upside: preparing for potential challenges is vital to protecting value. Having a clear strategy to address potential information leaks, maintain team cohesion and keep investors aligned under stress is essential for successful execution.