IBA Annual Conference Paris 2023
29 Oct - 3 Nov 2023
AMPHITHEATRE BORDEAUX, Level 3
Session information
Distressed M&A involving closely held companies
Tuesday 31 October (1430 - 1545)
Committee(s)
Closely Held Companies Committee
(Lead)
Insolvency Section
Description
Closely held companies have been affected by post COVID economic environment, the Ukraine-Russia war and the increase of energy prices. A number of companies from various sectors are suffering signs of stress. This interactive session will explore, among other issues:
- the opportunities for investors prepared to engage in the acquisition of distressed companies (including PE, hedge funds, sovereign wealth funds);
- the implications of ongoing restructuring processes or formal insolvency proceedings;
- transaction structuring issues, including carve-outs and related tax and commercial implications;
- how to address the gap between valuation expectations of buyers and sellers (earn-outs and other mechanisms);
- the different incentives of the parties involved (buyer, seller, creditors, shareholders, board);
- time constraints;
- limited due diligence scope and uncertainty and implications for pricing and risk allocation (including warranty protection and W&I insurance); and
- how to prepare a company to get sold.
Session / Workshop Chair(s)
Ivan Delgado | PEREZ-LLORCA, Madrid, Spain; Website Officer, Closely Held Companies Committee |
Cristina Fussi | De Berti Jacchia Franchini Forlani, Milan, Italy; Co-Chair, Insolvency Section |
Speakers
Frédéric Cohen | Foley Hoag, Paris, France |
Andreas Kloyer | Luther, Frankfurt, Germany; Conference Quality Officer, Closely Held Companies Committee |
Barbara Ramperti | Marval O'Farrell Mairal, Buenos Aires, Argentina |
Noreen Weiss | gunnercooke US LLP, New York, New York, USA; Treasurer, Closely Held Companies Committee |