6
PLAYBOOK TEMPLATES
Underwriting Agreement
An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.
Conditions Precedent
Negotiation strategy
The Buyer should focus on ensuring that conditions precedent are limited to those that are essential for the transaction's success. Negotiate for realistic timelines and the possibility of partial waivers to avoid unnecessary delays.
The Seller should aim to minimize the number of conditions precedent to expedite closing. Advocate for clear and achievable conditions, and be open to discussing partial waivers if certain conditions cannot be met.
Essential elements
1
Critical Conditions
Essential requirements for closing.
2
Timeline Management
Realistic deadlines for conditions.
3
Partial Waivers
Allowing flexibility in conditions.
Action framework
ACCEPT
Propose edits when conditions are excessive or timelines are unrealistic. Ensure conditions are necessary and feasible.
EDIT
Reject conditions that are not critical or introduce undue complexity and risk.
ADD
Add new language when essential conditions are missing or need clarification.
PRO TIP
Always prioritize conditions that directly impact the transaction's integrity and feasibility. Avoid overcomplicating with unnecessary conditions.
Real-world examples
FAVORABLE
Preferred Conditions Precedent
"The conditions precedent to closing shall be limited to those necessary to ensure the transaction's integrity and shall be subject to reasonable timelines."
NEUTRAL
Standard Conditions Precedent
"The conditions precedent include standard regulatory approvals and financial audits."
UNFAVORABLE
Excessive Conditions Precedent
"The conditions precedent include all potential regulatory approvals, regardless of relevance, and extensive due diligence requirements."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, conditions precedent should be more stringent to mitigate potential risks. Ensure that all critical risk factors are addressed in the conditions.
Cross-Border Transactions
For cross-border transactions, consider jurisdiction-specific conditions that may impact the closing. Engage local counsel to ensure compliance.
Time-Sensitive Deals
In time-sensitive deals, streamline conditions to focus on the most critical elements, allowing for expedited closing processes.
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WEEK 3
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WEEK 4
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