Joss Alcraft, corporate partner, Matthew Arnold & Baldwin

When small print’s not charming

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  • Good to see someone taking what so many regard as "boilerplate" seriously and remembering that we are supposed to be knowledgably in the basics of the law of contract as well as deal makers/transaction managers perhaps we will also see the end of the farce of negotiating disclosures at 3.00 am!

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  • That's all very well but surely this was done as takeover or scheme of arrangement subject to the Takeover Code, so there wouldn't be an SPA and disclosure letter or vendors' warranties.

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  • 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.

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