A key concern of buyers in private M&A transactions is
ensuring that until closing of the transaction the target business
is run in a manner which protects the value of the target business
and gives the buyer a certain degree of comfort that its plans for
the target business are not impaired. This is typically achieved by
way of certain undertakings by the seller in respect of the conduct
of the target business for the period between signing of the
transaction documents and closing. Such undertakings include at
least an obligation to conduct the target business in the ordinary
course. The buyer will normally also require that its consent be
obtained for certain material business decisions and to receive
information on the target business in order to prepare its
integration and other post-closing actions during the interim
period. When drafting and negotiating such undertakings, it is
critical to take into account competition law aspects, in
particular merger control, to
