Recent M&A Trends & Developments - December 2009

M&A Trends & Developments Overview

• Trends: Down Market Issues
• Tougher Antitrust Environment
• Increased M&A Litigation
• Fiduciary Duty Issues
• • Business Judgment Rule Affirmed, MAC Out Clause Developments, "Just Say No" OK, Troubled Company Issues
• Acquisition Method of M&A Accounting
• Anticipating Earnout Disputes

Trends: Down Market Issues

• M&A Timing/Currency issues
• • Credit crisis impact: made borrowing to do deals less viable, except for extremely credit-worthy buyers, and made using up balance sheet cash seem less appropriate
  • Stock market volatility impact: made using stock as consideration seem unwise until stock prices fully rebound and become less volatile