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When small print’s not charming

Max - the majority of corporate law practitioners do not operate in a world of $1bn takeovers and I thought it more useful to write a piece that drew some conclusions relevant to the world of m & a. This piece was not actually about, nor was it intended to be actually about, the acquisition by HP of Autonomy - I would not be so bold (or foolhardy) to comment in specific terms on an acquisition I was not involved with the specifics of which I know very little about. The piece concerned the principle of “caveat emptor” which simply hung its brown, foldable trilby on a topical news story of the day. I was also severely restrained by a 500 word limit; the whistle-stop tour through several areas of law each alone deserving a 30 page treatise was unavoidable. All bases simply could not be covered. Incidentally, many takeovers that I have been involved with have incorporated management warranties (and attendant disclosures) structured in a form of SPA which is signed by key “management” shareholders. I do accept though that your experience may be different and that the higher up the food chain you go the less likely it is that “management” documents be involved during a takeover process. I hope that this helps puts the article in context.

7-Dec-2012

12:21 pm