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The M&A Case Study Experiment - Part 1
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<blockquote data-quote="faccinidori" data-source="post: 129569" data-attributes="member: 27176"><p>Q1: </p><p>Digion has been expanding its presence in Canada, the US and the UK. The acquisition of Immersive, a Frankfurt-based company, fits the expansion strategy as it will give Digion access to continental Europe. </p><p></p><p>Digion’s objective is to improve services delivered to developers developing online games. By acquiring immersive, Digion could gain access to human resources skilled in game server hosting and to recognised brand among the online game developers. Furthermore, as stated by Elena Alyson, Immersive has valuable IP that Digion would like to acquire.</p><p></p><p>Q2:</p><p>Tristan should agree to a non-solicit clause. As a result, he would be prohibited from approaching and attempting to poach Digion’s employees. He should also agree to a non-compete clause so if he leaves the business, he will be prohibited from setting up a competing company for a certain period of time.</p><p></p><p>Q3:</p><p>In essence, Clause 5 of Document 3 is aimed primarily at protecting Digion’s interests. For instance, Clause 5.5 ensures that, following completion of the transaction, the acquired business does not turn out to be of a smaller value than initially agreed upon.</p><p>Q4:</p><p>If I were the lawyers acting for the seller, I would subject the liabilities and warranties to a financial cap. In other words, I would limit the amount that the Seller could be required to pay the Buyer if the circumstances or statements of existing fact covered by the indemnities or warranties, respectively, materialise. I would also subject the clauses to time limitations as a result of which, after a certain period of time following the acquisition, the Buyer could no longer the invoke the indemnities or warranties to claim damages. Protecting the Seller’s interests in the way outlined above is important from the perspective of managing the risks.</p><p></p><p>Q5:</p><p>Digion is headquartered in London. Therefore, if a dispute arises between Digion and Immersive, the clause concerning jurisdiction ensures that it will be decided in London rather than Frankfurt.</p></blockquote><p></p>
[QUOTE="faccinidori, post: 129569, member: 27176"] Q1: Digion has been expanding its presence in Canada, the US and the UK. The acquisition of Immersive, a Frankfurt-based company, fits the expansion strategy as it will give Digion access to continental Europe. Digion’s objective is to improve services delivered to developers developing online games. By acquiring immersive, Digion could gain access to human resources skilled in game server hosting and to recognised brand among the online game developers. Furthermore, as stated by Elena Alyson, Immersive has valuable IP that Digion would like to acquire. Q2: Tristan should agree to a non-solicit clause. As a result, he would be prohibited from approaching and attempting to poach Digion’s employees. He should also agree to a non-compete clause so if he leaves the business, he will be prohibited from setting up a competing company for a certain period of time. Q3: In essence, Clause 5 of Document 3 is aimed primarily at protecting Digion’s interests. For instance, Clause 5.5 ensures that, following completion of the transaction, the acquired business does not turn out to be of a smaller value than initially agreed upon. Q4: If I were the lawyers acting for the seller, I would subject the liabilities and warranties to a financial cap. In other words, I would limit the amount that the Seller could be required to pay the Buyer if the circumstances or statements of existing fact covered by the indemnities or warranties, respectively, materialise. I would also subject the clauses to time limitations as a result of which, after a certain period of time following the acquisition, the Buyer could no longer the invoke the indemnities or warranties to claim damages. Protecting the Seller’s interests in the way outlined above is important from the perspective of managing the risks. Q5: Digion is headquartered in London. Therefore, if a dispute arises between Digion and Immersive, the clause concerning jurisdiction ensures that it will be decided in London rather than Frankfurt. [/QUOTE]
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