Executing M&A from a Legal Perspective

The M&A Science podcast explores the legal perspective of executing mergers and acquisitions, particularly the challenges and risk management strategies in today's seller-oriented market. Brett Shawn, Senior Vice President, Assistant General Counsel at Warburg Pincus, shares his experiences with minority deals, highlighting the complexities of balancing control and exit planning when founders or strategic investors retain majority ownership. He contrasts venture rounds, where institutional investors share similar goals, with situations requiring more robust protections for minority shareholders. Shawn also addresses the impact of the pandemic, noting the increased focus on material adverse effect clauses and the shift towards private equity firms providing full equity backstops to mitigate financing risks. The discussion further covers antitrust considerations, deal jump risks in public companies, and the roles of in-house versus external counsel in navigating M&A transactions.