In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law. The discussion highlights how these landmark changes respond to recent court decisions and shifting corporate trends, marking one of the most significant updates to Delaware corporate law in decades.

In this episode, Mayer Brown partners Gail Levine and Andrew Noreuil discuss recent changes to the Hart-Scott-Rodino (HSR) Act and their impact on M&A transactions. Our partners provide insight into the new regulatory landscape, focusing on significant amendments to the HSR premerger notification process and the implications for merger filings.

In this episode, we discuss cultural elements to consider when identifying a potential closing team, emphasizing the importance of collaboration to determine the inner circle best positioned to bring the companies together. As emotions heighten nearing the closing, we stress the importance of managing employee expectations and concerns to conducting pulse checks and identifying early wins that reflect the bright future of the company.

In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the consent process pertaining to a "change of control" in an equity transaction and obtaining branch office approvals for a platform sale.

In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landscape in 2024.

In this episode, “Fair Lending Due Diligence,” hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitoring when conducting due diligence on target companies for fair lending risk.

In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase.

In this episode, “Term Sheet Negotiations,” Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations.