September 22, 2021
Business splits, whether made through a sale, spin-off or other transfer, are among the most complex transactions a business can undertake, but nonetheless, these transactions are an increasingly common way of unlocking value for both the ceding company and the company to be separated. Ensuring that the scope of the transaction is properly defined is a key area in the execution of these transactions and can be one of the most time consuming and resource intensive aspects of the transaction. Additionally, navigating the complexity of the operational separation of the two entities and ensuring that each business is set up to operate independently at closure requires detailed planning and execution support, which also should not detract from attention to the continued performance of the core business.
This webcast brings together leading divestiture practitioners from Gibson Dunn and the Boston Consulting Group to discuss some of the key areas to consider in preparing and executing an exclusion, including: (1) appropriately defining the ” Company ”, (2) identify the entities, assets and liabilities within the framework of the company and development of a plan for the allocation or division of shared assets and liabilities, (3) strategies for the use of internal resources and external to effectively manage the process in the preparation, execution, consumption and post-close stages of the transaction and (4) key lessons and best practices from our frontline experience supporting operational separation during ‘a carveout.
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Daniel Angel is a partner in Gibson Dunn’s New York office, co-chair of the company’s Technology Transactions practice group and a member of its Strategic Sourcing and Commercial Transactions practice group. He is a transactional lawyer who has represented clients on technology-related transactions since 2003. Mr. Angel has worked with a wide variety of clients ranging from market leaders to start-ups in a wide range of industries including financial services , private equity, life sciences, specialty chemicals, insurance, energy and telecommunications funds.
Stephen glover is a partner in Gibson Dunn’s Washington, DC office and former co-chair of the firm’s M&A practice group. Mr. Glover has extensive practice representing public and private companies as well as private equity firms in complex mergers and acquisitions, including spin-offs, exclusions and related transactions, as well as other corporate matters. Mr. Glover’s clients include companies that operate in many different industries.
Saee Muzumdar is a partner in the New York office of Gibson Dunn and co-chair of the firm’s M&A practice group. Ms. Muzumdar is a commercial transactions lawyer whose practice includes representing strategic companies and private equity clients (including their holding companies) in all aspects of their domestic M&A activities and cross-border and general business advice.
Ben aylor is Managing Director and Senior Partner in the Washington, DC office of the Boston Consulting Group. He strives to help clients meet the challenges of major change efforts, including post-merger integrations and general transformations / transformational M&A, and also leads BCG’s efforts on the design of manufacturing networks. and world trade. Ben has led both the company’s post-merger integration programs and the manufacturing aspects of post-merger integrations, as well as advising on several major exclusions and spin-offs in the pharmaceutical industry.
Hob brooks is a partner in the Philadelphia office of the Boston Consulting Group. Mr. Brooks advises biopharmaceutical and medical technology companies on complex large-scale transformation programs and on the planning, execution and integration of pre- / post-merger transactions. He worked on several multi-billion dollar exclusions, splits, divestitures and integrations during his tenure at BCG.
This program has been approved for credit in accordance with the requirements of the New York State Council on Continuing Legal Education for a maximum of 1.0 credit hour, of which 1.0 credit hour may be applied to the requirement areas of professional practice.
This course is approved for transitional / non-transitional credit. Lawyers seeking credit in New York should obtain an Affirmation Form before viewing the archived version of this webcast. Please contact [email protected] to request the MCLE form.
Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California for an amount of 1.0 hour.
California lawyers can claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for the California Self-Study Credit.