Mergers & Acquisitions

Addressing the Unique Nature of Merger & Acquisition Disputes

Few activities in the life of a business demand as much close analysis as an M&A transaction. From the time a company begins considering growth by acquisition, throughout the process, and even after closing, considerations arise that call for detailed economic analysis by highly skilled and experienced professionals. Secretariat is well-known for helping guide clients through the process from pre-acquisition/sale economics and market review, through any antitrust or other regulatory action, and post-transaction disputes if they arise.

When considering a merger, expert analysis such as Secretariat provides can mean the difference between a successful business combination or one that’s troubled from the get-go. A well-thought-out, structured, and financed deal can generate growth, market dominance, and entry into new markets. A hasty or ill-researched deal can have quite the opposite effect, diminishing shareholder value and increasing regulatory or legal risk. Our experts help determine if acquiring the proposed target make sound economic, market, and competitive sense. Before and throughout the transaction process, Secretariat experts use their experience to assist with the financial and economic analyses critical to deal negotiations, facilitating the development of sound transaction structures and financial agreements.

Determining the likelihood of antitrust action by federal regulators is equally critical. Our experts’ many years of experience at the Department of Justice and the Federal Trade Commission have equipped them well to assess the likelihood of government involvement in a contemplated transaction, enabling clients to make well-informed strategic decisions long before any transaction comes before regulatory authorities. We apply rigorous analytical methods to even the most complex data, including using sophisticated merger simulation techniques and game theory-based modeling to quantify likely competitive effects and then present economic arguments to the enforcement agencies, often helping to terminate investigations early in the process.

Even the most apparently well-considered and crafted business combination can result in conflicts, such as alleged breach of fiduciary duty, corporate governance disputes, material adverse change claims, insurance disputes, and other issues. Secretariat’s well-respected experts – on behalf of both buyers and sellers – have provided objective and thoroughly supported testimony as valuation or damages experts and in other capacities in many jurisdictions and arbitral forums in the U.S. and internationally.