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Aspiring Lawyers - Interviews & Vacation Schemes
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The M&A Case Study Experiment - Part 1
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<blockquote data-quote="TheBarorNot10" data-source="post: 129828" data-attributes="member: 25958"><p><strong>Why do you think Digion wants to buy Immersive?</strong></p><p>Three reasons:</p><p></p><p>Consolidation/Vertical Integration – Digion Ltd is a multi-national tech company which aims to make online game development more efficient and effective for developers using patent cloud tech to enable developers to make games that support multi-player use. Immersive Ltd is a tech start-up company which produces cloud tech that supports multi-player use, and is essentially the supplier for Digion Ltd. Thus, consolidation /vertical integration is one reason – Digion (manufacturer) has acquired a business that is part of its supply chain – Immersive is the distributor.</p><p></p><p>Growth- Immersive Ltd is a Frankfurt based tech start up. Digion Ltd is a multi-national tech company, which has expanded in Canada, US and UK but not Europe. Acquisition is a great opportunity for company to expand to new market.</p><p></p><p>Immersive has unique strengths – two co-founders Leon and Maria bring years of experience in gamer server hosting and Immersive has a popular consumer base in the game development market.</p><p></p><p></p><p><strong> </strong></p><p> <strong></strong></p><p><strong>How would you advise Elena handle the situation with Tristan?</strong></p><p></p><p>If employees are not happy to be contacted by Tristan – get HR to draft an email to Tristan requesting him to refrain from emailing.</p><p>It is also unclear as to what Tristan is contacting Digion’s employees about – could be innocent and he is trying to find out what culture is like – given Digion will be taking over Immersive Ltd.</p><p>If Elena would like to start afresh in terms of Immersive’s management team on acquisition – good idea to review employee contracts of senior management during due diligence stage to ascertain whether Tristan can be made redundant following acquisition.</p><p>Not to worry about Tristan trying to poach some of Digion’s employees. Clause 7.3 prohibits this explicitly.</p><p><strong>What is the purpose of Clause 5 in Document 3?</strong></p><p>To offer the buyer protection during the acquisition, so that in the event the deal falls through because of one or more of these conditions not being met, the buyer will not face legal action from the sellers.</p><p></p><p><strong> </strong></p><p><strong></strong></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><strong></strong></p><p> <strong></strong></p><p></p><p>In the event of a dispute occurring, the first thing lawyers will need to consider as part of the Pre-action Protocol is jurisdiction. Given, Digion is headquartered in the UK, but Immersive Ltd is not, it would be wise to state which courts have jurisdiction, as Immersive Ltd could say English law does not apply to them as a German domiciled company.</p></blockquote><p></p>
[QUOTE="TheBarorNot10, post: 129828, member: 25958"] [B]Why do you think Digion wants to buy Immersive?[/B] Three reasons: Consolidation/Vertical Integration – Digion Ltd is a multi-national tech company which aims to make online game development more efficient and effective for developers using patent cloud tech to enable developers to make games that support multi-player use. Immersive Ltd is a tech start-up company which produces cloud tech that supports multi-player use, and is essentially the supplier for Digion Ltd. Thus, consolidation /vertical integration is one reason – Digion (manufacturer) has acquired a business that is part of its supply chain – Immersive is the distributor. Growth- Immersive Ltd is a Frankfurt based tech start up. Digion Ltd is a multi-national tech company, which has expanded in Canada, US and UK but not Europe. Acquisition is a great opportunity for company to expand to new market. Immersive has unique strengths – two co-founders Leon and Maria bring years of experience in gamer server hosting and Immersive has a popular consumer base in the game development market. [B] How would you advise Elena handle the situation with Tristan?[/B] If employees are not happy to be contacted by Tristan – get HR to draft an email to Tristan requesting him to refrain from emailing. It is also unclear as to what Tristan is contacting Digion’s employees about – could be innocent and he is trying to find out what culture is like – given Digion will be taking over Immersive Ltd. If Elena would like to start afresh in terms of Immersive’s management team on acquisition – good idea to review employee contracts of senior management during due diligence stage to ascertain whether Tristan can be made redundant following acquisition. Not to worry about Tristan trying to poach some of Digion’s employees. Clause 7.3 prohibits this explicitly. [B]What is the purpose of Clause 5 in Document 3?[/B] To offer the buyer protection during the acquisition, so that in the event the deal falls through because of one or more of these conditions not being met, the buyer will not face legal action from the sellers. [B] Why could it be important to Digion that '[I]the courts of England have exclusive jurisdiction to settle any dispute[/I]'? [/B] In the event of a dispute occurring, the first thing lawyers will need to consider as part of the Pre-action Protocol is jurisdiction. Given, Digion is headquartered in the UK, but Immersive Ltd is not, it would be wise to state which courts have jurisdiction, as Immersive Ltd could say English law does not apply to them as a German domiciled company. [/QUOTE]
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