Carve-Out Transactions: Negotiated Issues & Diligence Matters for Buyers

Reprinted with permission from Deal Lawyers. Any opinions in this article are not those of Winston & Strawn or its clients. The opinions in this article are the authors’ opinions only. Part One is available here.

Value creation in the M&A industry is equal parts art and science. Success in the deal-making space requires an ability to identify assets that present an opportunity to create value, paying enough to win the deal (but not significantly more) and avoiding unnecessary risks. One of the core functions of a deal lawyer is to help a client identify and think practically about risks and provide creative solutions to mitigate them.

This is the second in a series of three articles that explores the ways to maximize value, and avoid hazards, in carve-out acquisitions. In this article, we explore how buyer’s counsel can add value to a transaction by focusing on key negotiated issues and diligence matters. Fundamental to the ability to provide value added services in a carve-out transaction is acquiring robust knowledge of the facts of the deal and the target business.

View the full article, which starts on page five.