Dynamic shifts in global trade policies triggered by tariffs are raising multifaceted questions for North American M&A.
Trade-related issues can vary widely and impact different targets and transactions in various ways.
The task for buyers, sellers and their counsel is whether and how to adjust their negotiation, deal structure and risk allocation strategies amid these relatively novel circumstances.
Writing in the ABA’s Deal Points, we explore the strategic issues M&A parties should consider. These include:
- Valuation and due diligence.
- Supply chain contracts and trade-related contractual terms.
- Potentially impacted representations and warranties.
- Ordinary course of business clauses.
- Material adverse effect clauses.
- Closing conditions.
- Earnouts.
We touch on these at a high level only, and our review of potential considerations is not exhaustive. As M&A lawyers know well, every deal is different.
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