Friday, August 5, 2011
In this client alert, Clifford Chance notes that the European Commission recently targeted a PE firm for potential fines for antitrust breaches allegedly committed by one of its portfolio companies even though there is no allegation that the firm or any of its personnel participated in, or were aware of, the alleged cartel. Thus, if a fine is imposed on the PE firm, it would be solely on the basis of parental liability for the activities of the portfolio company.
According to the alert "this is one of the first instances - and certainly the most high profile - in which a private equity firm has been targeted in this way."
- Analysis and Guidance for Use of Earnout Provisions
- "Bringdown" conditions
- Dispute Resolution Clauses in Purchase Price Adjustment Provisions
- Judicial Interpretation of "Best Efforts" Clauses
- Judicial Interpretation of Exclusivity and No-Shop Provisions
- Judicial Interpretation of Financial Statement Representations in the Acquisition Context
- Judicial Interpretations of Full Disclosure ("10b-5") - Representations
- Material Adverse Change Provisions in Acquisition Agreements
- No Undisclosed Liabilities Representations
- Research Regarding Attorney-Client Privilege and Conflicts of Interest in Negotiated Acquisitions
- Third Party Beneficiary Issues in M&A Transactions
- Time Limitations on Post-Closing Recovery for Breaches of Representations and Warranties: Survival Clause as a Contractual Statute of Limitations
While the materials are available only to members of the Mergers and Acquisitions Committee, its not that hard a club to join.