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Carve-out M&A Transactions: A Practical Guide

September 26, 2019
New book edited by Latham partner explains complex world of carve-outs.

Structuring and managing carve-out transactions in the current M&A deal environment is complex: the influence of activist investors is growing, the search for returns is challenging, and scrutiny from antitrust regulators is heightened. The newly published Carve-out M&A Transactions: A Practical Guide addresses these, and other challenges, with contributions from a number of Latham & Watkins lawyers. 

In particular, the book focuses on the key issues in negotiating and drafting carve-out transaction documents, the related legal, regulatory, and reputational matters that must be managed, as well as the perspective of in-house counsel.

The editor of the book, London corporate partner Robbie McLaren, commented: “Cross-border carve-out transactions have been a recurring theme throughout my career, and each has brought its own unique challenges. I hope this book will help practitioners navigate the nuances and complexities of M&A transactions. I am hugely grateful to the specialist contributors for giving their time and expertise, without which this book would not exist.”

In this video, McLaren and London corporate partner Farah O’Brien discuss some of the drivers and key trends in carve-out deals, purchase price mechanisms, issues for deal teams to consider, and whether carve-outs will continue to be a significant part of the M&A market. 

Latham contributors include:

  • Farah O’Brien on price purchase mechanisms
  • Nick Cline and Emily Cridland on conditionality
  • Robbie McLaren and Beatrice Lo on carve-out protections
  • Gail Crawford and Frances Stocks Allen on transitional services
  • Gregory Bonné and Jonathan Parker on anti-trust concerns
  • Anna Ngo on capital market concerns
  • Catherine Drinnan on employees and pensions
  • Ed Barnett, Terry Charalambous, and Scott Shean on key differences between US and UK practice

The introduction to the book is available to read here and the full text is available for purchase here.