IBA Annual Conference Toronto 2025
2 Nov - 7 Nov 2025
Session information
Locking up the deal – perspectives and practices from around the world
Monday 3 November (1430 - 1545)
Committee(s)
Corporate and M&A Law Committee
(Lead)
Description
Deal certainty is paramount to buyers and sellers in M&A transactions, although each party’s interest in preserving a deal may nonetheless diverge in the context of locking up a deal in the face of a competing bid.
This session will explore the extent to which buyers can lock-up a transaction in various geographies, and the obligations and limitations on a target board as fiduciaries under applicable law.
We will explore how parties seek to lock-up transactions and compare what is market for lock-up related terms around the globe, including go-shop provisions, voting and support agreements, match rights, fiduciary out provisions and termination fees.
Session / Workshop Chair(s)
| Sarah Young | Ropes & Gray, New York, New York, USA; Co-Vice Chair , Corporate Governance and Activism Subcommittee |
Speakers
| Rod Davies | TD Securities, Toronto, Ontario, Canada |
| Jacob Gofman | Blake Cassels & Graydon, Toronto, Ontario, Canada |
| Rabindra Jhunjhunwala | Khaitan & Co, Mumbai, Maharashtra, India; Conference Coordinator Asia Pacific, Corporate and M&A Law Committee |
| Susan Meisel | Sony Music Entertainment, New York, New York, USA; Secretary, Private Equity Subcommittee |
| Kenichi Sekiguchi | MORI HAMADA & MATSUMOTO, Tokyo, Japan; Conference Coordinator Asia Pacific, Corporate and M&A Law Committee |