Illustrative Negotiation of Controversial M&A Deal Terms

Over the past two decades, M&A mavens Rick Climan of Hogan Lovells and Joel Greenberg of Arnold & Porter have perfected the use of the illustrative “mock negotiation” as an educational tool to train aspiring deal practitioners in the art of negotiating complex M&A transactions. They recently squared off at the 19th Annual UT Law CLE M&A Forum in Dallas to demonstrate the negotiation of several controversial provisions in the definitive agreement for the acquisition of a privately held company. The topics they debated include:

  • Key differences between acquisitions by strategic acquirers and acquisitions by financial sponsors
  • Gaps in the coverage of representation & warranty insurance
  • Key differences between acquisitions by large-cap strategic acquirers and acquisitions by smaller strategic acquirers
  • Limitations on the usefulness of deal-points studies in acquisition negotiations
  • Consequential damages exclusions in indemnification provisions
  • Use of arbitration to resolve post-closing indemnification disputes
  • Non-meritorious claims indemnities
  • “10b-5” representations

During their presentation, Rick and Joel stepped out of character frequently to explain and illuminate their negotiating stances.


Watch the edited recording here.


See the accompanying slide presentation.


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