IICJ Paper Developing Effective Processes to Manage Risk in M&A Transactions Derek Devgun, Senior Legal Specialist - Mergers and Acquisitions, Medtronic Inc., USA

By their very nature, merger and acquisition (M&A) transactions can be unwieldy and complicated. The number of people involved and the different functional areas involved seem to grow exponentially as transaction size increases, and each person or functional area brings a different viewpoint and agenda to the table. The timeline is frequently aggressive and sometimes driven by considerations not within the control of the parties. The opportunities and risks are often sizeable and sometimes involve complicated cross-border elements. To complicate matters even further, the term “M&A” includes a wide variety of transactions, from strategic equity or debt investments or small asset purchases all the way up to multi-billion dollar, acquisitions with worldwide impact. All of these factors create inherent risk in M&A transactions, clearly at a legal level but also at a business level. This article lays out some considerations in the form of a multi-step approach, to help manage this risk.
Author
Derek Devgun
Derek Devgun is Senior Legal Specialist – M&A at Medtronic, Inc., managing and coordinating legal work and legal teams (both in-house lawyers and outside legal counsel) in support of Medtronic Corporate Development and business unit teams in all aspects of the company’s world-wide M&A/business development activities (acquisitions, divestitures, strategically-driven minority investments and large licensing transactions – pre-transaction support, due diligence, transaction structuring, document drafting and negotiation, and closing). Representative transactions include: U.S. private company acquisitions with and without earnout structures; U.S. public company acquisitions; acquisitions of outside-US private companies; carve-out divestitures of non-strategic global business unit and product lines to private equity firms; secured loans to, and pre-negotiated acquisition agreement with, private outside-US companies; and numerous other M&A, divestiture, strategic investment and strategic loan transactions (both US/domestic and international).
Company
Medtronic, Inc.
Medtronic, Inc. is the world’s largest medical technology company, offering an unprecedented breadth and depth of innovative therapies to fulfill its Mission of alleviating pain, restoring health, and extending life. Last year, more than 8 million people relied on its medical therapies, which treat cardiac and vascular diseases, diabetes, and neurological and musculoskeletal conditions. More information about Medtronic can be found at http://www.medtronic.com. The views expressed in this article are those of the author alone and do not necessarily represent the views of Medtronic, Inc. or of any of its affiliates.
Country
USA More
Area of Law
Mergers & Acquisition More
Business Sector
Healthcare More
Month Published
August 2013 More
Edition
Vol. 6, No. 24, Summer 2013 More
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