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Drinks With The Deal: Debevoise’s Levitsky on Journey From Public Service to Private Practice

The Deal

“There was a need for a young lawyer willing and able to be on the ground in Kosovo and negotiate with the parties,” Jon Levitsky said on the podcast, and he became the deal lawyer on the Kosovo peace process. “I I was parachuted in to support” the senior diplomats who were leading the negotiations.

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Material Adverse Effect Clauses

The M&A Lawyer

Interestingly, while M&A lawyers often get fairly animated in negotiating whether to include the word “prospects” in the MAE definition, they do not similarly struggle with inclusion of the “could reasonably be expected to have” language, which should be viewed by a court as having the same effect. 2d 14 (Del.

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Anatomy of a Stock Purchase Agreement

The M&A Lawyer

If you’d like to compare my discussion with a sample Stock Purchase Agreement, here ‘s the SPA that governed AT&T’s attempted (and ultimately abandoned) acquisition of T-Mobile from Deutsche Telekom for $39 billion in 2001. Article 7: Indemnification.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

Sellers who have leverage in negotiating the transaction agreement might want to consider asking for a higher standard than “in all material respects” on the covenant compliance closing condition. Huntsman Corp. , 2d 715 (Del. 2008) and In re IBP, Inc. S’holders Litig. , 2d 14 (Del.