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The M&A Case Study Experiment - Part 1
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<blockquote data-quote="-as-above-so-below-" data-source="post: 129624" data-attributes="member: 23053"><p><strong>Why do you think Digion wants to buy Immersive?</strong></p><p>Buying immersive fits into Digion’s market strategy. Digion has set on expanding in Canada, US and the UK, as they have already completed 3 acquisitions. Digion are interested in the experience of Immersive’s co-founders in game server hosting as well as Immersive’s popularity among game developers. They are probably expecting that the experience and expertise of the co-founders will contribute to Digion’s goal to make online game development more efficient, effective, and accessible. IN addition, Immersive’s popularity among game developers will likely boost their client base as well as reputation.</p><p></p><p><strong>How would you advise Elena to handle the situation with Tristan?</strong></p><p>I would recommend the inclusion of a non-solicitation clause. It would limit an employee's (Tristan’s) solicitation of employees and customers during the term of their employment and for a specified period of time after the employment relationship ends.</p><p></p><p><strong>What is the purpose of Clause 5 in Document 3?</strong></p><p>Clause 5 states the conditions precedent for the share purchase to go through – conditions agreed by the parties that must be satisfied, or waived, before the acquisition may close.</p><p></p><p><strong>In Clause 7, note the phrase, '<em>The Seller’s liability under the warranties and indemnities shall be subject to limitations</em>.' Suppose you were the lawyers acting for the Seller, what could you do to limit the Seller's liabilities? Why is this important?</strong></p><p>If I were acting for the seller I would limit the liabilities by including a cap on their amount. I could also limit the facts from which a liability may arise. For example, excluding the Seller’s liability if the claim arises from facts which have been disclosed. I could also set a time limitation that is shorter than the ones in the Limitation Act 1980.</p><p></p><p><strong>Why could it be important to Digion that '<em>the courts of England have exclusive jurisdiction to settle any dispute</em>'?</strong></p><p>Digion are headquartered in London and it would give them an advantage if the English court has an exclusive jurisdiction. This is due to possible familiarity with the applicable rules and reliance on trusted expertise by an in-house counsel or a law firm. In addition, it would provide legal certainty as well as make the process more convenient.</p></blockquote><p></p>
[QUOTE="-as-above-so-below-, post: 129624, member: 23053"] [B]Why do you think Digion wants to buy Immersive?[/B] Buying immersive fits into Digion’s market strategy. Digion has set on expanding in Canada, US and the UK, as they have already completed 3 acquisitions. Digion are interested in the experience of Immersive’s co-founders in game server hosting as well as Immersive’s popularity among game developers. They are probably expecting that the experience and expertise of the co-founders will contribute to Digion’s goal to make online game development more efficient, effective, and accessible. IN addition, Immersive’s popularity among game developers will likely boost their client base as well as reputation. [B]How would you advise Elena to handle the situation with Tristan?[/B] I would recommend the inclusion of a non-solicitation clause. It would limit an employee's (Tristan’s) solicitation of employees and customers during the term of their employment and for a specified period of time after the employment relationship ends. [B]What is the purpose of Clause 5 in Document 3?[/B] Clause 5 states the conditions precedent for the share purchase to go through – conditions agreed by the parties that must be satisfied, or waived, before the acquisition may close. [B]In Clause 7, note the phrase, '[I]The Seller’s liability under the warranties and indemnities shall be subject to limitations[/I].' Suppose you were the lawyers acting for the Seller, what could you do to limit the Seller's liabilities? Why is this important?[/B] If I were acting for the seller I would limit the liabilities by including a cap on their amount. I could also limit the facts from which a liability may arise. For example, excluding the Seller’s liability if the claim arises from facts which have been disclosed. I could also set a time limitation that is shorter than the ones in the Limitation Act 1980. [B]Why could it be important to Digion that '[I]the courts of England have exclusive jurisdiction to settle any dispute[/I]'?[/B] Digion are headquartered in London and it would give them an advantage if the English court has an exclusive jurisdiction. This is due to possible familiarity with the applicable rules and reliance on trusted expertise by an in-house counsel or a law firm. In addition, it would provide legal certainty as well as make the process more convenient. [/QUOTE]
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