USA – WASHINGTON, DC Trends and Developments Contributed by: Nicholas S. Johnson, Jonathan S. Deem, Jennifer S. Fahey and Japera A. Parker, Bailey & Glasser, LLP
• they include carefully calibrated risk allocation pro - visions that reflect realistic assessments of prob - able regulatory outcomes rather than optimistic assumptions; • they maintain robust regulatory efforts commit - ments backed by meaningful financial conse - quences; and • they preserve commercial flexibility for both buyer and target during potentially extended interim periods. As regulatory environments continue to evolve – and there is little reason to expect that the structural forces driving increased scrutiny will abate meaningfully in the near term – the ability to design transactions that can survive regulatory challenge, adapt to regulatory delay and allocate regulatory risk efficiently between coun - terparties will remain among the most valuable skills in the M&A lawyer’s toolkit. Deals that are structured with regulatory uncertainty baked in from the outset, rather than treated as an afterthought to be managed during the approval process, are better positioned to close successfully, preserve deal value and withstand the increasingly unpredictable regulatory environment that defines contemporary M&A practice.
This chapter of the guide is intended for informational purposes only and does not constitute legal advice. Parties engaged in M&A transactions should consult qualified legal counsel regarding the specific regula - tory requirements and deal structuring considerations applicable to their circumstances.
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