Reverse Break-up Fees and Specific Performance: A Survey of Remedies for Financing and Antitrust Failure

Recorded: Tuesday, April 19, 2016

Practical Law On-Demand Webinars do not provide CLE.

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Practical Law has completed the seventh edition of its annual survey of remedies for buyer breach in public M&A transactions. This comprehensive study analyzed the reverse break-up fees, enforcement remedies and financing covenants in 85 public company merger agreements for debt-financed deals from 2015 with a signing value of at least $100 million. During the webinar, we will distribute a link for you to obtain your complimentary copy of the study.

New this year, the study also examined 49 agreements that contained a reverse break-up fee payable for antitrust failure, including 27 public merger agreements and 22 private acquisition agreements. The study analyzed these agreements along several lines, including target industry, the inclusion of a hell-or-high-water covenant, and obligations to divest or litigate to gain antitrust clearance.

Join Practical Law for a free 60-minute webinar in which Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A and primary author of the study, will review the study’s results and discuss how dealmakers used reverse break-up fees, specific performance, damages remedies, and covenants to allocate financing and antitrust risk.

A short Q&A session will follow.

Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A

Following the webinar, you will receive links via email to these Practical Law resources:
  • Purchase Agreement: Private Equity Financing Provisions
  • Purchase Agreement: Reverse Break-Up Fee for Antitrust Failure
  • What’s Market: Reverse Break-Up Fees for Antitrust Failure
Be sure to visit What’s Market, which provides a continuously updated database of agreements covering a range of corporate, securities, and finance topics, including public merger and private acquisition agreements. In the private acquisitions database, you can analyze and compare negotiated terms such as purchase-price adjustments, earn-outs, Material Adverse Effect definitions, and indemnification provisions across multiple deals. What’s Market also contains links to the underlying publicly filed documents.

Practical Law provides practical, up-to-date resources across all major practice areas to help lawyers in law firms and in-house legal departments get up to speed quickly, save time and protect the bottom line. Learn more at

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